Post Award Contract Management For Highway PPP Concessions

Post Award Contract Management Manual for Highway PPP Concessions
Post- Award Contract Management

Manual for PPP Concessions
Volume I: Highway Sector
Department of Economic Affairs,

PPPMinistry of Finance, Govt.
Cell, Infrastructure of India
Division, 1
Ministry of Finance
The Post Award Contract Management Manual for Highway PPP Concessions has been
commissioned by the Department of Economic Affairs, Ministry of Finance, Government of India
(DEA) with funding support from the World Bank and advisory facilitation from Deloitte.
All necessary care and due diligence has been undertaken by the sector experts and the
execution team to adhere to all copyrights as specified in the literature sources and references
used while creation of this manual. Also, it has been ensured that the accuracy, adequacy or
completeness of any information published here is maintained as specified in the sources.
However, any errors/omissions that may have occurred unwittingly are regretted and all
suggestions/feedback in this regard for improvement will be highly appreciated.
While the guidance material is available for free use in public domain for reference purposes,
the Department of Economic Affairs, Ministry of Finance holds the copyright on this guidance
material and it shall not be reproduced for in any form, other than those intended by DEA,
without prior written permission from DEA. Apart from the stakeholders in India, relevant
aspects of the guidance material may also be referred to by various international entities, as
suitable and as required. PPP Cell, Infrastructure Division, DEA can be contacted in case of any
queries or permission requirements.
2015 PPP Cell, Infrastructure Division, Department of Economic Affairs
Published by:
PPP Cell,
Infrastructure Division,
Ministry of Finance
Government of India
www.pppinindia.com
Preface
Over the last decade, Government of India (GoI) has been placing a strong emphasis on the
use of Public Private Partnerships (PPPs) in its strategy for expanding the provision of
infrastructure services. Also, to facilitate a large scale expansion of PPPs on a sustainable
basis, GoI introduced several initiatives which inter-alia included establishment of PPPAC,
PPPIADF, an Infrastructure Project Development Fund, Viability Gap Fund to provide financial
support for PPP projects, implementation of a National PPP Capacity Building Program,
development of knowledge products and guidance material including PPP toolkit. These
initiatives have helped India develop a large PPP program in the infrastructure sector.
In the process of implementation of PPP projects, policy makers have been increasingly
identifying issues related to project delivery of PPP projects. Such issues primarily focus on
Post Award Contract Management of these PPP projects, at the transaction as well as
programmatic level and also the broader fiscal implications such as, for example, direct and
contingent liabilities.
With this objective, the Department of Economic Affairs, Ministry of Finance, Government of
India has made an attempt to develop guidance material for improving the post-award
management of PPPs, with particular focus on day-to-day monitoring and proactive
management of key risks in a manner that best preserves the interests of the users of
infrastructure services and the concessioning authority. The guidance material developed for
Post Award Contract Management of PPP Concessions has three components:
Post Award Contract Management Guidelines: Post-Award Contract Management
Guidelines have been developed as a quick reference strategic road map for Authorities and
Contract Managers. The guidelines provide the foundation principles of post award contract
management for PPP projects irrespective of the sectors. The Guidelines establish only Why
and What of contract management practices and therefore, to understand How contract
management needs to be undertaken in a specific sector, the Post-Award Contract
Management Manual has been developed.
Post Award Contract Management Manuals: The Post Award Contract Management Manual
for PPP Concessions has been designed to provide guidance on various activities required to
be undertaken by the Authority officials at different stages of project lifecycle. The manuals have
been developed for PPP projects in three sectors, viz. Highways, Ports and Schools (Volume I,
II and III respectively), where each manual is based on the Model Concession Framework of
Government of India for that sector. These manuals serve as model post award contract
management guides with a detailed, step-by-step approach to effective contract management in
these sectors.
Online Toolkit: The online toolkit is a web-based application which provides a quick reference,
interactive and user friendly toolkit to understand and manage PPP projects. The online toolkit
provides option to the users to use various checklists, project progress plans and excel tools to
manage the PPP contracts. It also provides an interactive toolbox which is a dedicated tool for
tracking progress of various post award activities. This feature allows officials to update the
status of the activities, save their details and print for future use.
This toolkit would be available in the existing www.pppinindia.com web portal hosted by PPP
Cell, Infrastructure Division, DEA. It can also be accessed through an existing online database
by DEA for Infrastructure Projects, www.infrastructureindia.gov.in.
This guidance material for Post Award Contract Management for PPP Concessions has been
developed by Deloitte Touche Tohmatsu India Private Limited. We would like to acknowledge
the support and guidance of staff and officers of DEA, especially, Ms. Sharmila Chavaly, Joint
Secretary, DEA and Ms. Abhilasha Mahapatra, Director, PPP Cell, DEA for providing their
valuable inputs and feedback in making this guidance material highly comprehensive and user-
friendly.
Table of Contents
I. Introduction to Post- Award Contract Management in Highway PPP Concessions ...14
1. Defining Post- Award Contract Management in PPP Projects ........................................14
2. Understanding Project Lifecycle Stages for Post- Award Contract Management ............14
3. Need of Post- Award Contract Management Manual for Road & Highway Concessions 16
4. Objectives of Post- Award Contract Management Manual for Road & Highway
Concessions ..........................................................................................................................16
5. Coverage of Post- Award Contract Management Manual for Highway PPP Concessions
17
6. Users of the Road & Highway Concessions Manual .......................................................18
II. Key Elements of Post- Award Contract Management manual for Road & Highway
Concessions ...........................................................................................................................19
1. Setting up the Contract Management Team ...................................................................19
1.1. Appointment of Contract Manager .......................................................................20
1.2. Team structure and composition ..........................................................................20
Operations Level Authority ....................................................................................................21
Supervisory Level Authority ...................................................................................................21
Decision Making Level Authority ............................................................................................21
2. Developing Contract Management Plan .........................................................................23
3. Managing Highway PPP Concessions ............................................................................24
3.1. Key Milestones to be achieved in PPP Road & Highway Concessions ................26
3.2. Key Activities in a Highway Concession Lifecycle Stages ....................................28
4. Performance Monitoring & Review .................................................................................37
5. Reporting & Escalation Mechanism ................................................................................37
6. Risk Management ..........................................................................................................38
7. Other Important Contract Management Activities ...........................................................38
III. Contract Management Activities in Development Stage (from Letter of Award
issuance till Appointed Date) .................................................................................................39
1. Activities undertaken by Operation Level (HQ): ..............................................................41
1.1. Signing of the Concession Agreement: ................................................................41
1.2. Receipt and verification of Performance Security: ................................................42
PPP Cell, Infrastructure Division, Department of Economic Affairs (DEA) 5

1.3. Execution of the various agreements: ..................................................................42

1.4. Written Consent from the Authority before making any Change in the Financing
Agreement: ........................................................................................................................43
1.5. Covenant: ............................................................................................................43
1.6. Maintenance of Project Highway: .........................................................................43
1.7. Appointment of Safety Consultant: .......................................................................44
2. Activities undertaken by Operation Level (Field): ............................................................44
1.1. Handing over the Right of Way (ROW): ...............................................................44
1.2. Approval of general arrangement drawings (GAD): ..............................................45
1.3. Environmental Clearance: ....................................................................................45
1.4. Utility Shifting: ......................................................................................................46
1.5. Utilities, Associated Roads and Trees: .................................................................46
1.6. Obligations relating to Project Agreements: .........................................................46
3. Activities undertaken by Supervisory Level (HQ) - Finance: ...........................................47
3.1. Damage for delay by the Authority: ......................................................................47
3.2. Condition Precedent - Concessionaire: ................................................................47
3.3. Financial Closure: ................................................................................................48
3.4. Condition Precedent and declaration of Appointed Date: .....................................48
4. Activities undertaken by Supervisory Level (HQ) - Technical: .........................................49
5. Activities undertaken by Supervisory Level (field) - Technical:........................................49
6. Activities undertaken by Decision making Level (Technical): ..........................................50
7. Activities undertaken by Decision making Level (Finance):.............................................50
IV. Contract Management Activities in Construction stage (from Appointed Date till
declaration of COD) ................................................................................................................51
1. Activities undertaken by Operation Level (Head Quarters or HQ): ..................................52
1.1. Release of Performance Security:........................................................................52
1.2. Release of Grant: .................................................................................................53
2. Activities undertaken by Operation Level (field): .............................................................53
1.1. Handing over of Right of Way (ROW): .................................................................53
1.2. Construction of Project Highway: .........................................................................54
1.3. Milestone: ............................................................................................................54
1.4. Monitoring of Construction: ..................................................................................55
1.5. Completion Certificate: .........................................................................................55

V. Contract Management Activities in Operations & Maintenance Period (From

Commercial Operation Date (COD) till end of the Concession) ...........................................58
1. Activities undertaken by Operation Level (HQ): ..............................................................60
1.1. User Fee: .............................................................................................................60
1.2. Revenue Shortfall Loan: ......................................................................................60
1.3. Effect of variation in Traffic growth rate: ...............................................................61
1.4. Construction of Additional Toll way: .....................................................................61
1.5. Insurance: ............................................................................................................62
2.1. Replacement of O&M Contractor: ........................................................................62
2.2. Construction of Service Road: .............................................................................62
2.3. Operation & Maintenance: ...................................................................................63
2.4. Safety Requirements: ..........................................................................................63
2.5. Monitoring of Operation & Maintenance: ..............................................................64
2.6. Traffic Regulation: ................................................................................................64
2.7. Traffic Census and Sampling: ..............................................................................64
VI. Contract Management Activities during Exit Stage (From Termination Date till Final
settlement)...............................................................................................................................67
1.1. Divestment of Right and Interest: .........................................................................68
2.1. Defect Liability after Termination: .........................................................................69
6. Asset handover plan .......................................................................................................70
7. Service continuity plan....................................................................................................71
7.1. Step 1 Assessing ability of existing Highway to serve market requirements ......71
7.2. Step 2 Analyze and choose amongst options....................................................71
VII. Contract Management Activities throughout the Project Life Cycle (From
Appointed Date till Final settlement) .....................................................................................73

1.1. Independent Engineer:.........................................................................................74

1.2. Disclosure: ...........................................................................................................75
1.3. Redressal of Public Grievances: ..........................................................................75
2. Activities undertaken by Supervisory Level (finance): .....................................................75
2.1. Accounts and Audit: .............................................................................................75
2.2. Appointment of Auditor: .......................................................................................76
5. Activities undertaken by Decision making Level (Finance):.............................................77
VIII. Performance Monitoring & Review .............................................................................78
1. Concessionaire...............................................................................................................78
2. Independent Engineer ....................................................................................................79
3. Safety Consultant ...........................................................................................................80
4. Financial Consultant .......................................................................................................81
IX. Regular Reporting & Escalation Mechanism ..............................................................83
1. Regular Reporting & Review ..........................................................................................83
1.1. Operations Level to Supervisory Level Reporting ................................................83
1.2. Supervisory Level to Decision Making Level Reporting ........................................87
2. Escalation in Cases of Default ........................................................................................88
2.1. Escalation in case of default by concessionaire or other parties: .........................89
2.2. Escalation in case of default within the Authority: .................................................89
X. Managing Issues & Disputes...........................................................................................90
1. Managing Issues ............................................................................................................90
2. Dispute Resolution Mechanism as per MCA ...................................................................90
3. Dispute Resolution Tracker for effective management ....................................................91
XI. Risk Management .........................................................................................................93
1. Risk Mitigation & Monitoring ...........................................................................................93
XII. Handling Rare Events ..................................................................................................98
1.1. Change in Law: ....................................................................................................98
1.2. Force Majeure......................................................................................................99
1.3. Compensation for Breach of Agreement: .............................................................99
1.4. Assignment & Charge Creation Requests: .........................................................100
1.5. Indemnity Claims: ..............................................................................................100

1.6. Suspension of Concessionaires Rights: ............................................................101

1.7. Termination: .......................................................................................................101
2. Activities undertaken by Operation Level (field): ...........................................................102
2.1. Change of Scope ...............................................................................................102
3. Activities undertaken by Supervisory Level (finance): ...................................................104
3.1. Financial Restructuring & Novation Requests: ...................................................104
3.2. Equity Transfer: .................................................................................................105
4. Activities undertaken by Supervisory Level (HQ) - Technical: .......................................105
5. Activities undertaken by Supervisory Level (field) - Technical:......................................105
6. Activities undertaken by Decision making Level (Finance):...........................................106
7. Activities undertaken by Decision making Level (Technical): ........................................106
XIII. Other Important Activities for Post- Award Contract Management ........................107
1. Identification of Training Requirements ........................................................................107
2. Establishing regular review forums for relationship management .................................109
3. Knowledge Management Plan ......................................................................................110
4. Public disclosures ..............................................................................................110
5. Online and other IT systems for knowledge management ..................................111
6. Knowledge Management Policy .........................................................................112
7. List of registers and reports................................................................................112
Annexures .............................................................................................................................114
A. Template for Contract Management Plan .....................................................................115
B. Procedure for Development of Contract Management Plan .......................................116
Step 1: Need Assessment for Contract Management ..........................................................116
Step 2: As- is analysis of Contract management practices ..................................................116
Step 3: Draft the plan.........................................................................................................116
Step 4: Develop and implement contract management tools and processes .......................117
Step 5: Establish a system of ongoing contract management & review ...............................117
C. Template for Ongoing Review Plan ..............................................................................118
D. Contract Management Activities in Development Period............................................119
1. Activities to be undertaken by Operations Level - HQ Officer .......................................119
i. Execution of Concession Agreement ............................................................................119
ii. Submission of Performance Security ............................................................................121
iii. Written Consent from the Authority ...............................................................................122
iv. Covenant ......................................................................................................................122

v. Maintenance of Project Highway ..................................................................................123

vi. Appointment of Safety Consultant ................................................................................123
2. Activities to be undertaken by Operations Level- Field Officer ......................................123
i. Condition Precedent (Authority) ....................................................................................123
i.1. Condition Precedent (Authority) Handing over of ROW ...................................123
i.2. Condition Precedent (Authority) Approval of general arrangement drawings
(GAD) 124
i.3. Condition Precedent (Authority) Environmental Clearance..............................124
i.4. Condition Precedent (Authority) Utilities Shifting .............................................125
ii. Utilities, Associated Roads and Trees ..........................................................................125
iii. Obligations relating to Project Agreements ...................................................................127
3. Activities to be undertaken by the Supervisory Level- Finance Officer ..........................127
i. Damage for delay by the Authority................................................................................127
ii. Condition Precedent (Concessionaire) .........................................................................128
ii.1 Escrow & Substitution ........................................................................................128
ii.2 Financial Closure ...............................................................................................130
iii. Condition Precedent .....................................................................................................132
4. Activities undertaken by the Supervisory Level (HQ) Technical Officer ......................134
Escalation: .......................................................................................................................134
Escalation: .......................................................................................................................135
6. Activities undertaken by Decision making Level (Technical) .........................................135
Escalation: .......................................................................................................................135
Escalation: .......................................................................................................................135
E. Contract Management Activities in Construction Period ............................................136
1. Activities to be undertaken by Operations Level- HQ Officer ........................................136
i. Release of Performance Security .................................................................................136
ii. Grant ............................................................................................................................136
i. Right of Way.................................................................................................................137
ii. Milestone ......................................................................................................................137
iii. Monitoring of Construction ............................................................................................138
iv. Completion Certificate ..................................................................................................140

3. Activities to be undertaken by Independent Engineer ...................................................142

i. Construction of the Project Highway .............................................................................142
4. Activities to be undertaken by the Supervisory Level (HQ) Technical Officer .............144
Escalation: .......................................................................................................................144
Escalation: .......................................................................................................................144
Escalation: .......................................................................................................................145
F. Contract Management Activities in Operations & Maintenance Stage.......................146
1. Activities to be undertaken by Operation Level- HQ Officer ..........................................146
i. User Fee ......................................................................................................................146
ii. Revenue Shortfall Loan ................................................................................................146
iii. Effect of Variations in Traffic Growth ............................................................................147
iii.1. Effect of Variations in Traffic Growth Toolkit ......................................................148
iv. Construction of Additional Toll way ...............................................................................148
v. Insurance .....................................................................................................................150
i. Replacement of O&M Contractor ..................................................................................151
ii. Construction of Service Road .......................................................................................152
iii. Operation & Maintenance .............................................................................................152
iv. Safety Requirements ....................................................................................................155
v. Monitoring of Operation & Maintenance........................................................................156
vi. Traffic Regulation .........................................................................................................158
vii. Traffic Census and Sampling ....................................................................................158
Escalation: .......................................................................................................................160
Escalation: .......................................................................................................................160
Escalation: .......................................................................................................................161
G. Contract Management Activities in Exit Stage.............................................................162
i. Divestment of Rights and Interest .................................................................................162

i. Defects Liability after Termination.................................................................................164

Escalation: .......................................................................................................................165
Escalation: .......................................................................................................................166
Escalation: .......................................................................................................................166
H. Contract Management Activities throughout the Project Lifecycle ............................167
i. Independent Engineer ..................................................................................................167
ii. Disclosure ....................................................................................................................169
iii. Redressal of Public Grievances ....................................................................................169
2. Activities to be undertaken by Supervisory Level- Finance Officer ................................170
i. Accounts and Audit ......................................................................................................170
ii. Appointment of Auditors ...............................................................................................171
Escalation: .......................................................................................................................172
4. Activities undertaken by Decision Making Level - Technical: ........................................173
Escalation: .......................................................................................................................173
5. Activities undertaken by Decision making Level (Finance) ...........................................173
Escalation: .......................................................................................................................173
I. Performance Monitoring Key Performance Indicators ................................................174
1. Stage wise Concessionaire KPIs ..................................................................................174
i. Concessionaire KPIs during development stage ................................................174
ii. Concessionaire KPIs during the construction stage ...........................................182
iii. Concessionaire KPIs during the Operation and Maintenance stage ...................189
2. Independent Engineer ..................................................................................................200
3. Safety Consultant .........................................................................................................206
4. Financial Consultant .....................................................................................................210
J. Handling Rare Events (Contingencies) ........................................................................212
i. Change in Law .............................................................................................................212
ii. Force Majeure ..............................................................................................................213
iii. Compensation for Breach of Agreement .......................................................................215

iv. Assignment & Charge Creation Requests ....................................................................216

v. Indemnity Claims ..........................................................................................................217
vi. Suspension of Concessionaires Rights ........................................................................218
vii. Termination ...............................................................................................................219
i. Change of Scope..........................................................................................................222
i.1 Change of Scope- Proposed by Authority ..........................................................222
i.2 Change of Scope Proposed by Concessionaire ..............................................223
i.3 Payment for Change in Scope ...........................................................................225
3. Activities to be undertaken by Supervisory Level- Finance Officer ................................225
i. Financial Restructuring & Novation Requests ...............................................................225
ii. Equity Transfer .............................................................................................................226
Escalation: .......................................................................................................................227
Escalation: .......................................................................................................................227
Escalation: .......................................................................................................................228
Escalation: .......................................................................................................................228
K. Checklists .......................................................................................................................229
1. Financial Restructuring & Novation...............................................................................229
2. Equity Transfer .............................................................................................................230
3. Change in Scope ..........................................................................................................231
4. Change in Law .............................................................................................................232
5. Renegotiation ...............................................................................................................232
6. Force Majeure ..............................................................................................................233
7. Termination ..................................................................................................................234
L. Tools ...............................................................................................................................235
1. Estimation of Variation in Traffic ...................................................................................235
2. Termination Payments..................................................................................................236
3. Change in Law Toolkit ..................................................................................................237
M. Appointment & Responsibilities of Other Related Parties ......................................238

I. Introduction to Post- Award Contract Management in

Highway PPP Concessions
1. Defining Post- Award Contract Management in PPP Projects
Public Private Partnerships (PPPs) have gained immense importance in India in the last
decade. Much of the Indias success in rapid development of its infrastructure capabilities can
be attributed to PPP projects undertaken by the Government of India (GOI).
For any PPP project to commence, a Concession Agreement (CA) is signed between two
parties i.e. the Authority and the Private Party/ Concessionaire. Each of these parties is
assigned a set rights and obligations under the terms of Agreement. Consequently, the parties
are entitled to not only avail their rights but also obligated to perform their duties in a time bound
manner and jointly accomplish the project objectives.
The Post- Award period in any PPP Project, commences upon Award of Concession/ Project
(i.e. from the Date of issue of Letter of Award to the Successful Bidder) and ends after the
completion of the Project and expiry/ termination of Concession Agreement.
Thus, with regards to the Authority,
Post- Award Contract Management denotes all those activities that are required to be
undertaken by the Authority to administer, manage, govern and execute the project from
time of Award of project up till its termination.
Moreover, key objective of PPP Contract Management is to ensure that the PPP project meets
its objective on continuous basis, while managing risks proactively and maintaining cordial
working relationships and partnerships among various stakeholders.
2. Understanding Project Lifecycle Stages for Post- Award Contract

Management
PPP projects are generally long tenure in nature and undergo a full lifecycle, right from the
Authority inviting applications from the interested Private Parties and terminating with its
handover to the Authority upon expiry of Concession Period/ termination of Concession
Agreement, in case of early terminations. In any typical Highway PPP concession, there are a
number of stages through which a project undergoes. The project lifecycle may be split into
namely five stages, typically indicated as:

Exit (Expiry /
Termination
Operations &
Maintenance Project Preparation
& Procurement
Construction
Development
Period
Highway PPP Lifecycle

Among these 5 stages, post-award stage commence upon issuance of Letter of Award (LOA) to
the successful bidder, which triggers the signing of Concession Agreement and consequently
the Development Period. Post-Award stages in a Highway PPP lifecycle consist of:
Post- Award Stages
Project
Preparation Development Operations & Exit (Expiry/
Construction Maintenance Termination)
& Period
Procurement
All the four stages of a Highway project are marked by a timeline comprising a start and an end
date. In each of these stages, a number of activities are required to be undertaken by the

various officials within the Authority ranging from routine activities, rare event management to
dispute management.
This Post- Award Contract Management manual for Highway PPP Concessions has been
designed to provide guidance on various activities required to be undertaken by officials within
the Authority at different stages of project lifecycle. Thus, before execution of any such activities
begins, it is important to take note of what all is contained in this manual, to understand the
criticality of development of this manual and the objectives it desires to serve. The next set of
sections describe Why and How this manual will add value to the Authority officials and is of
great importance to them.
3. Need of Post- Award Contract Management Manual for Road &

Highway Concessions
It has been observed that after the concession agreement is signed, many issues crop up
during the project execution stages which lead to major overhauls and stalling of projects. In
such a scenario, contract management in post-award phase of a PPP project becomes equally
important as the management of pre-award phase and many a times it becomes more complex
because of various reasons like, long time-period, impact of pre-award phase, number of
stakeholders etc.
For managing each activity in this phase, it is important that a clear understanding is developed
by the Authority responsible for executing and supervising the concession agreement on the
Governments behalf. In India, there exist Highway authorities at National as well as state level.
It is important that both these types of Authorities manage the project activities actively so that
major issues are avoided and those already existing can be resolved in a timely manner.
Moreover, it is also important for each of the Authority members to understand their obligations
and duties for each activity and act accordingly. To serve, all these needs, the Post- Award
Contract Management Manual for Highway Concessions, hereby referred to as Manual
has been developed.
The Post- Award Contract Management Guidelines illustrate the importance of Contract
Management and define the key aspects encompassing it. These Guidelines are designed to be
a user-friendly, quick reference strategic road map for Authorities and Contract Managers.
While, they establish Why and What of Contract management practices, they are generic in
nature and are sector agnostic. Hence, to understand, How contract management needs to be
undertaken in a particular sector, Post Award Contract Management Manuals need to be
developed to serve as Model Guides describing action plan for Authority officials. To serve this
need, this manual is developed to lay down a detailed action plan especially for the Highway
sector Authority officials at national as well as state level as highway concessions form the
majority of PPP investment in India.
4. Objectives of Post- Award Contract Management Manual for Road

& Highway Concessions
As described above, while the Guidelines lay down key principles of contract management, this
Manual adapts those key principles and makes them specific to highway sector projects.

This Manual for contract management in the highways and road sector has been designed to
act as a Model Guide for all Highway sector Authorities to manage the contract during the
development, construction, operations & maintenance and exit/ exit stages of a PPP
concession. It provides guidelines on:
Responsibilities and obligations of each Authority official
Development of comprehensive Contract Management Plans
Reporting and escalation mechanisms for project status and any defaults
Rare event & disputes management instructions for effective and faster resolution
Thus, the objectives of this Manual are summarized as follows:
To act as a model guide to manage highway PPP concessions

To develop an understanding among Authority officials in the contract management
team on their obligations and timelines; among others.
To effectively manage project transition and project exit
To provide templates, checklists and tools to be used on an ongoing basis during
project implementation
The Manual has been developed in reference to the Model Concession Agreement (MCA) for
four- laning National Highways. Any reference, at any time, to any agreement, deed, instrument,
license, Act or document of any description in this manual will be construed as reference to that
agreement, deed, instrument, license, Act or other document as amended, varied,
supplemented, modified or suspended at the time of such reference in this manual. Although, it
is comprehensive enough to be adopted directly for any road or highway concession, each
road/highway concession is structured differently according to technical, market, operational,
financial and other nuances. Also, rules, regulations and laws prevailing in each state are also
different from each other and from those applicable to national highways. Hence, while planning
for Contract Management of a project, the recommendations, templates and tools in this Manual
also need appropriate customization to meet project-specific requirements by the Authority.
5. Coverage of Post- Award Contract Management Manual for

Highway PPP Concessions
Post- award contract management commences from appointing a dedicated team within the
Authority, having clear understanding of roles and responsibilities to be played in a highway
concession execution. This team further establishes all guiding rules and principles for effective
management of the highway concession through development of a contract management plan.
Finally, the team executes all contract management actions including routine as well as rare
event management in reference to the plan.
The manual majorly consists of the following:

1 Setting up the Contract Management Team

a. Appointment of Contract Manager
b. Identify officials within the organization/ authority for each of the 3 levels i. e.
i. Operational Level (Field and HQ)
ii. Supervisory Level (Field and HQ)
iii. Decision Making Level
c. Setting up PPP Project Monitoring Unit (PMU) & PPP Project Review Unit (PRU)
2 Development of Contract Management Plan

a.Stage- wise Contract management Activities i.e. Development, Construction, O&M & Exit
b.Ongoing review plan
3 Managing the Concession

a.Stakeholder & Lifecycle stage- wise Active Post award contract management
b.Managing Rare events
c. Managing Issues & Disputes
4 Performance Monitoring & Review

a.KPI Monitoring- Stakeholder- wise
b.KPI Monitoring- Stage-wise
5
Reporting & Escalation Mechanism
a.Status Reporting & review within the Authority
b.Escalation mechanism in cases of default
6 Risk Management
a.Risk mitigation & monitoring
7 Other Important Contract Management Activities

a.Contract Management Team Training & Development
b.Relationship Management
c. Knowledge Management
6. Users of the Road & Highway Concessions Manual

The Users of this manual would include:
The Authority officials at each level to develop a knowhow of their roles and obligations
Policy Making & Regulatory Bodies to understand key contract management aspects
& challenges and action points for to Road & Highway PPP Concessions
Private parties/ Concessionaires to understand and proactively support the Authority in
contract management and avoid disputes
Other related parties such as the Independent Engineer, to understand their
responsibilities and performance evaluation parameters
Highway Users, for their rights as per agreement on seeking project updates

II. Key Elements of Post- Award Contract Management

manual for Road & Highway Concessions
Post- award contract management is not a single- focused activity. It encompasses a gamut of
activities which form the overall contract management framework. There are times when
multiple activities run simultaneously in a highway concession. Also, appointment of team and
development of contract management plan are also critical activities. This chapter provides a
snapshot on each of these activities covered in this manual and describes major duties to be
undertaken by the Authority.
1. Setting up the Contract Management Team
1 Setting up the Contract Management Team

a. Appointment of Contract Manager
b. Identify officials within the organization/ authority for each of the 3 levels i. e.
i. Operational Level (Field and HQ)
ii. Supervisory Level (Field and HQ)
iii. Decision Making Level
c. Setting up PPP Project Monitoring Unit (PMU) & PPP Project Review Unit (PRU)
The contract management team plays an important role in managing the entire gamut of
Draft the
activities in a highway project execution, seeking cooperation from the concessionaire
plan& other
stakeholders and smooth transition & exit formalities. Hence care must be taken to appoint and
evaluate each profile based on the required skillset for each role. The process of setting up a
contract management team consists of:
Operations
Level- Field
1 2 & HQ 3
Appointment of
Team Strucutre &
Supervisory Mapping of PPP
Contract Level- Field
Compositiion PMU & PRU
Manager & HQ
Decision
Making
Level
The Contract management team is to be identified and it should consist of representatives at all
three (3) levels required for the contract management:
1. Operations Level (Field and HQ)

2. Supervisory Level (Field and HQ) and
3. Decision Making Level

Thus, members of Contract Management Team from each level within the Authority have to be
clearly appointed keeping in mind their roles and responsibilities and ensuring that each one of
them is apprised of his/ her duties in a clear and transparent manner. The process of
identification and setting up of the team begins from appointing the contract manager who plays
a critical role in coordinating with each team member and is the overall in- charge of the project.
The next section describes the main qualities and timelines for appointment of the contract
manager and the team.
1.1. Appointment of Contract Manager

The Contract Manager (Project Director/ Field Officer at Operations Level) has direct
responsibility for the project execution and contract administration. He/she is the first point of
contact for all project related issues and coordinates with other officials within the Authoritys
institutional structure.
Since the Contract Manager is appointed during the procurement stage itself, immense care is
needed to ensure that the right person is appointed. The key personnel from the Authoritys side
during the operational phase of the PPP project will be the Contract Manager. Hence, he/ she
will represent the Authoritys interests and ensure that service quality is in sync with the contract
terms.
1.2. Team structure and composition

After the Contract Manager is selected, the next task in the series of Transition planning
activities is defining the team requirements, its structure and composition. The Contract
Manager must communicate the requirements for the contract management team and its
operations to the Chairman at Decision Making Level, along with details of roles and
responsibilities of each member of the team. The Chairman may then delegate responsibilities
to each Member at Decision Making Level.
The size of the team is required to be decided based on:
Size of Project
Complexity of Project Activities
Risks estimated and their potential consequences
Amount of regular duties each of the appointed officials is required to fulfill
Usually, not more than 2-3 representatives from each level, Operations, Supervisory and
Decision Making need to be appointed as a part of the team. The roles and responsibilities of
officers at each level and the frequency of their meetings are specified as below:

1 Operations Level Authority
Constitution Responsbilities
Field Officer: Project Director (PD)/ Project execution duties all post award
Divisional General Manager (DGM) as phase activities
Contract Manager Escalate issues to Supervisory Level
Communicate with stakeholders &conduct
HQ Officer: General Manager (GM)- review meetings
Technical Initiator of dispute resolution
Execution of the Transition & Exit Plan
2 Supervisory Level Authority
Constitution Responsibilities
HQ Officer: Senior Managers/ Chief General Review all disputes escalated by Operations
Managers (CGMs) representing Technical, Level
Financial, Legal wings Escalation of issues and disputes to Decision
Making Level
Field Officer: Regional Office/ State Office Coordinate with other related parties
Managers Conduct quarterly review meetings with
stakeholders
Senior members from other dept.
3 Decision Making Level Authority
Constitution Responsbilities
Government Representatives/ Members Approval ofn rare events managment

All approvals on financial matters
Chairman All approvals needed by Supervisory Level
Decisions on escalated issues & disputes by
Board comprising of Ministry level Supervisory Level
executives as well Conduct bi-annual review meetings with
stakeholders
Salient features of this team structure are:
1. There may be segregation based on Field and Headquarter Level Officers in Authority
2. The designations of responsibilities to the relevant person may vary as per State and
National Level Authorities. As seen above, at the Operations Level, while at National
level the Field officers duties may be assigned to Project Director, at State level the
Divisional General Manager may take care of those responsibilities

The contract management team structure for the National and State level Highway Authorities must be designed as per the project
requirements. A model contract management team structure can be seen below. This must be used as a model structure and
segregated into all levels allocating responsibilities as per requirements.

There are also other related parties such as the Independent Engineer, Safety Consultant, etc.
which play an important role in managing a Highway PPP Concession effectively on behalf of
the Authority and are appointed by it. Hence, these parties also form a part of the Contract
Management Team. The appointment mechanism and major responsibilities for these parties
have been listed in Annexure M, Appointment & Responsibilities of Other Related Parties.
They must be referred before selecting any related party.
2. Developing Contract Management Plan
2 Development of Contract Management Plan

a.Stage- wise Contract management Activities i.e. Development, Construction, O&M & Exit
b.Ongoing review plan
A Contract Management Plan is necessary for a comprehensive understanding of procedures of

approaching each contract management activity in a highway concession. It needs to be
designed with great care so that all aspects of contract management are covered in it and
Authority officials can grasp all its nuances with ease. This makes a contract management plan
is one of the most important documents for any Authority to run the project well.
After the Contract management team is appointment, the first step to be undertaken it is the
development of the contract management plan. The process includes:
Development of Contract Management Plan
1 5
Need
Review &
3
assessment for Draft the
plan Update
Contract
the Plan
Management
Plan Develop &
2 4
As- is implement
analysis of contract
the Contract mgmt. tools,
Management processes.
systems
Template for a typical Contract Management Plan is provided in Annexure A and procedure for
development of Contract Management Plan is provided in Annexure B.
The main contents in any contract management plan include:
Stage- wise
Performance Managing
Contract Rare Event
& Risk Issues &
Management management
Management Disputes
Activities

After the contract management plan is designed it is also necessary that it is reviewed and
updated from time-to-time to ensure it remains most relevant for implementation. Changes or
updates to the project which have a possible impact on contract management (both positive and
negative), must be documented as they occur. Rare events
Appropriate modifications must be made in the contract management plan to reflect the new
scenario. Persons or teams responsible for tracking and implementing each change must be
identified. A template for the ongoing review plan has been added as Annexure C.
Thus, a stage wise plan, effective from date of project award till contract termination, will help
the Authority manage routine, regular and rare events and ensure project objectives are
achieved. The next section presents how Highway PPP Concessions are to be managed and
the responsible Authority officials for it, leading to smooth exit.
3. Managing Highway PPP Concessions
3 Managing the Concession

a.Stakeholder & Lifecycle stage- wise Active Post award contract management
b.Managing Rare events
c. Managing Issues & Disputes
Managing Highway PPP Concessions is a complex task with management of multiple activities
throughout the project lifecycle. Also, each official within the Authority needs to undertake a set
of tasks and report to the senior member in time in case of any default or discrepancy in the
same.
Contract Management Activities covered in this manual comprise:
Managing Issues &

Contract Management Managing Rare Events
Disputes
Lifecycle Stage wise

Role wise segregation of
activities segregated by role Issue & Dispute Tracker
Activities
of official
Throughout the lifecycle- Step- by Step Procedure as

Checklists & Toolkits to
Performance Monitoring & per Model Concession
manage contingencies
Risk Management Agreement
Step- by step procedure in Annexure & Escalation Mechanism

For each of the contract management action, an activity wise roadmap under each stage of the
project execution lifecycle has been covered which clearly lists down the role the authorized
officer has to play in execution of the activity.
Contract Management Actions
Active Contract Rare Event Dispute

Management Management Resolution
Stage of
Role of Activity-
the
the officer wise
project
To illustrate as an example:

Thus, for managing Highway Concessions, as per all four project execution stages, namely,
Development Period (from issuance of Letter of Award up till Appointment Date), Construction,
Operations & Maintenance and Exit, contract management activities are described which are to
be undertaken by the Authority officials as per the set deadlines. Along with this management of
issues and disputes and rare events are also critical activities which have been elaborated upon
later in this manual. For details refer to Chapter X, Managing Issues & Disputes & Chapter
XII, Handling Rare events.
In the nutshell, the manual tries to serve all the objectives set from contract management
perspective in the best possible manner.
For an entire Highway PPP Project lifecycle, the Concession Agreement lists down the tasks
and the timelines to be followed for each milestone to be achieved. The next section, lists all
those key milestones to be achieved in a Highway concession.
3.1. Key Milestones to be achieved in PPP Road & Highway

Concessions
The tables below summarize timelines for key milestones in the project as per the Model
Concession Agreement (MCA). These must be referred to from time to time by the Authority
officials to gain understanding on timelines for each project activity to be undertaken by them.

Also, for those concessions signed prior to the development of MCA or for state level highways,
the Authority officials should modify them according to project requirements.
A. Development Period (from Issuance of Letter of Award up till

Appointment Date) Stage
Activities Key Dates
Signing of Concession Within 45 days of issuance of LOA
Agreement
Submission of Performance Within 180 days of CA Signing Date
Security
Financial Closure Within 180 days of CA signing date or before Appointed Date
Condition Precedent (CP) Within 180 days of CA Signing Date
Appointed Date Within 180 days of CA Signing Date
Handing over of entire ROW Within 90 days of Appointed Date.
B. Construction Stage
Release of Performance After 1 year from Appointed Date

Security
Construction Completion Within 912 days from Appointed Date or any other day
Date specified in Concession Agreement
Commercial Operation Date After Completion of Construction
(COD)
C. Operations & Maintenance Stage

Traffic sampling for a One year prior to the Target Date

continuous period of 7 days On the Target Date
On the First anniversary of the Target Date
Target Date After 10 years from Appointed Date
Construction of Additional On or after 12th anniversary of the Appointed Date
Tollway, if any

D. Exit Stage
Termination Notice At least 180 days before the Termination Date

Termination Date After Expiry of the Concession Period or any date mutually
agreed by both parties
Termination Payment Within 15 days from Termination Date
In each of these stages, there are a number of activities which are to be taken up by the
Authority officials to ensure that the project is executed smoothly without any major hitches.
Apart from the Authority, there will also be representatives from the Concessionaires SPV and
other related parties such as the Independent Engineer. This makes the task of monitoring and
reviewing the performance of these parties essential and hence it is very important that the
Authority officials have a sound understanding of all activities, timelines and escalation
mechanisms to be followed in case of default. The following sections mention all major activities
to be taken up the Authority officials in each stage.
3.2. Key Activities in a Highway Concession Lifecycle Stages

During any Highway PPP Concession, as mentioned before, Post- Award Activities are spread
over from the Development Period up till the Exit stage. There are few activities which are
spread across the entire project lifecycle too. Also, for each stage each official within the
Authority is assigned a certain set of tasks and he/ she is accountable for them. This section
lists down all major activities to be taken by each Authority official for each post- award project
lifecycle stage. The activities for each official are indicated as per the following color format:
Operations Level (HQ) Supervisory Level Decision Making Level

Activities (Field) Tech. Activities Activities
Operations Level Supervisory Level

(Field) Activities (HQ) Tech. Activities
Supervisory Level Decision Making Level

(Finance) Activities (Technical) Activities
A. Development Period (from Letter of Award Issuance to Appointment Date)

This stage leads up to contract execution, starting from the Date of issuance of Letter of
Award (LOA) up till the Appointed Date of a highway project. In the Development stage, the
major activities which the Authority is responsible for are:

Development Operations &

Construction Exit
Period Maintenance
1
Signing of the Concession Agreement
2
Receipt and verification of Performance Security
3
Execution of the various agreements
Activities to be
undertaken by
Operations Level- HQ 4 Written Consent from the Authority before changing
Officer Financing Agreement
5
Covenant
6
Maintenance of Project Highway
7 Appointment of Safety Consultant
1
Handing over ROW
2
Approval of General Arrangement Drawings
Activities to be 3
undertaken by Environmental Clearance
Operations Level- Field
Officer 4
Utility Shifting
5
Utilities, Associated Roads and Trees
6
Obligations related to Project Agreements
1
Review Monthly Status Reports of ongoing projects
Activities to be
undertaken by 2
Supervisory Level- Field Provide inputs for project execution
Technical Officer
3 Report issues to Decision Making Level- Technical
Officer in 1 day

Construction Exit
Period Maintenance
1 Damage for Delay by Authority
Activities to be 2 Fulfillment of Concesionnaires' Condition

undertaken by Precedents
Supervisory Level- HQ
Finance Officer 3
Financial Closure
4 Condition Precedent & Declaration of Appointed

Date
1
Activities to be
undertaken by 2
Supervisory Level- HQ Provide inputs for project execution
Technical Officer

Officer in 1 day
1
Activities to be
undertaken by 2
Decision Making Level- Provide inputs for project execution
Technical Officer
3 Report issues to Board/ Chairman in 5 days of

default, if any
1
Activities to be
undertaken by Decision 2
Making Level- Finance Provide inputs for project execution
Officer

default, if any

In each of these activities, both the Authority and the Concessionaire need to adhere to
timelines and work in tandem so that all conditions before construction are met on time. It has
often been observed in Indian projects that delays in acquisition of land and meeting other
condition precedents form the root cause of all the further delays in timely completion of projects
causing user inconvenience. If such issues are proactively managed before the signing of
Concession Agreement and clauses for any delay are added as a part of the Concession
Agreement, such issues can be avoided to a great extent.
For more refer to Chapter III, Contract Management Activities in Development Stage.
B. Construction Stage:
The construction stage begins from the time construction starts on the date of commencement
of construction through the commissioning
5 process to the completion of construction as
specified in the terms and conditions of concession agreement. The activities over which the
Authority has to observe control over in the Construction Stage are:

Construction Exit
Period Maintenance
1
Handing over ROW
2
Construction of Project highway
Activities to be
undertaken by
Operations Level-
Field Officer 3
Milestone
4
Monitoring of Construction
5
Completion Certificate


Construction Exit
Period Maintenance
Activities to be 1
Release of Performance Security
undertaken by
Operations Level- HQ
Officer 2
Release of Grant
1
Activities to be
undertaken by 2
Supervisory Level- Provide inputs for project execution
Field Technical Officer

Officer in 1 day
1
Activities to be
undertaken by 2
Technical Officer

Officer in 1 day
1
Activities to be
undertaken by 2
Technical Officer

default, if any

In all these activities, it is very important that the Authority oversees the entire construction
process with detail so that responsibility shirking or adherence to quality construction standards
by the Concessionaire is maintained. The Independent Engineer needs to monitor the
construction activities on regular basis and submit progress report to the field officers on time so
that necessary actions can be taken to prevent major delays. Completion certificate should be
issues only after satisfactory work is observed during inspection.
For more details, refer to Chapter IV, Contract Management Activities in Construction
Stage.
C. Operations & Maintenance Stage

This stage extends for the longest portion of the contract life-cycle. It covers the provision and
use of the contracted services during the remaining life of the concession. During the
Operations & Maintenance stage, the following set of activities requires active supervision for
the Authority officials:

Construction Exit
Period Maintenance
1 User Fee
2
Revenue Shortfall Loan
Activities to be 3
undertaken by Effect of Variation in Traffic Growth Rate
Officer 4 construction of Addicitonal tollway
5 Insurance
1
Replacement of Operations & Maintenance Contractor
2
Construction of Service Lanes
3 Operations & Maintenance Activities

Activities to be
undertaken by
Operations Level- Field 4 Safety Requirements
Officer
5 Monitoring of Operations & Maintenance Activities
Traffic Regulations
6
Traffic Census & Estimation
7

Construction Exit
Period Maintenance
1
Activities to be
undertaken by 2
Technical Officer

Officer in 1 day
1
Activities to be
undertaken by 2

Officer in 1 day
1
Activities to be
undertaken by 2
Technical Officer

default, if any
The operations & maintenance stage is extremely critical for any project as it forms the longest
period of any concession period and is the stage when the users of the highway actually
experience the convenience or the inconvenience due the newly constructed highway asset.
The Authority should exercise highly prcised supervision and control over these activities and
take strict actions against any defaults by the Concessionaire. In case the actual traffic is
observed to be higher than the existing capacity, it is important that timely construction of new
toll ways and up gradation of existing ones in line with new technology is done so that users are
not inconvenienced due to it. Also the toll charges need to be set in line with the existing market
conditions.
For more details refer to Chapter V, Contract Management Activities in Operations &
Maintenance Stage.

D. Exit Stage
This stage leads up to and after contract expiry or termination. During the Exit Stage of the
project, the activities to be taken up by the Authority are:

Construction Exit
Period Maintenance
Activities to be 1
undertaken by Divestment of Rights & Interest
Officer
Activities to be 1
undertaken by Liabilities of Defects after Termination
Officer
1
Activities to be
undertaken by 2
Technical Officer

Officer in 1 day
1
Activities to be
undertaken by 2
Technical Officer
Officer in 1 day
1
Activities to be
Provide inputs for project execution
Making Level- Technical
Officer
default, if any

At the time of exit, there are two things Authority needs to ensure, smooth asset handover and
service continuity. It is important that the No Objection Certificate is issued only when the
highway asset is handed over in good condition by the Concessionaire to the Authority and due
compensation for all defects has been accounted for. There are also situations when an
untimely termination of a project might take place. In such a scenario, it is important that the
compensation to be paid by either party is calculated and received on time and a new partner
for the pending completion is sought by the Authority.
For more details, refer Chapter VI, Contract Management Activities in Exit Stage.
E. Contract management activities throughout the Project lifecycle

There are few activities that include all those tasks to be taken up by the Authority officials and
the Concessionaires team throughout the project execution lifecycle. Such activities include:

Construction Exit
Period Maintenance
1
Independent Engineer
Activities to be
undertaken by 2
Operations Level- HQ Disclosure
Officer
3
Redressal of Public Grievances
1
Accounts & Audit
Activities to be
undertaken by
Supervisory Level-
Finance Officer 2
Appointment of Auditor
1
Activities to be
Making Level- Provide inputs for project execution
Technical Officer

default, if any

1
Activities to be
Officer
default, if any
It is important that such activities are managed well as they have a direct impact on the entire
project lifecycle. It must be ensured rare issues are given immediate attention and priority as they
can have dire consequences in case not resolved timely. Also, not addressing public grievances in a
timely manner may lead to huge damage on the Concessionaires as well as Govt.s reputation.
Hence, immense care must be taken to avoid these issues becoming a dispute.
For more details refer Chapter VII, Contract Management Activities throughout the
Lifecycle.
4. Performance Monitoring & Review
4 Performance Monitoring & Review

a.KPI Monitoring- Stakeholder- wise
b.KPI Monitoring- Stage-wise
Performance Monitoring & Review is also an important activity from Contract management
perspective as it establishes the accountability among stakeholders and increases
transparency. All major stakeholders in a Highway PPP concession include:
Concessionaire
Safety Consultant
Financial Consultant
For each of these stakeholders, Key Performance Indicators measure their performance and
any discrepancies found are reported to a higher level Authority. More details on performance
monitoring and review are provided in Chapter VIII, Performance Monitoring & Review.
5. Reporting & Escalation Mechanism
5
Reporting & Escalation Mechanism
a. Reporting & review within the Authority
b. Escalation mechanism in cases of default

For each contract management activity, reporting forms an important part as review of current
status and performance of a project is essential for the project execution to progress well as per
the timelines. In case of any default, the relevant Authority official needs to escalate it to the
appropriate senior level Authority in time for timely action and resolution. Thus, for such
reporting, registers and status reports need to be maintained on regular basis. Templates for
such registers and more details have been provided in Chapter IX, Regular Reporting &
Escalation Mechanism.
6. Risk Management
6 Risk Management
a. Risk mitigation & monitoring
Any Highway Project faces many potential risks. It is important for the authority to proactively
and actively manage these risks. The process of risk management involves identification,
mitigation and monitoring of risks. It needs to be ensured that the threshold levels are never
breached and sound mitigation and management strategies are developed to prevent dire
consequences. More details on risk management along with a list of major risks to be managed
are provided in Chapter XI, Risk Management.
7. Other Important Contract Management Activities
7 Other Important Contract Management Activities

a.Contract Management Team Training & Development
b.Relationship Management- Forums for relationship management
c. Knowledge Management
Apart from the activities mentioned above, there are other important activities from contract
management perspective, which include training the Authority officials from time to time to keep
their skill set updated for effective contract management, establishing sound relationships with
the stakeholders in a project and establishing Knowledge Management policies which provide
disclosure policies, knowledge management systems and list of registers to be maintained.
For more details, refer to Chapter XIII, Other Important Contract Management Activities.

III. Contract Management Activities in Development

Stage (from Letter of Award issuance till Appointed
Date)
For the purpose of contract management, Development Period commences from the date of
issuance of Letter of Award (LOA) and continues till the declaration of Appointed Date
(generally the date from which the concession period starts). During the Development Period
various key activities are undertaken within the Authority for which different level of officials are
made responsible as per the Project Contract Management Plan. This chapter provides an
activity based roadmap for post- award management in the development stage.

Construction Exit
Period Maintenance
1
Signing of the Concession Agreement
2
Receipt and verification of Performance Security
3
Execution of the various agreements
Activities to be
undertaken by
Operations Level- HQ 4 Written Consent from the Authority before changing
Officer Financing Agreement
5
Covenant
6
Maintenance of Project Highway
7 Appointment of Safety Consultant


Construction Exit
Period Maintenance
1
Handing over ROW
2
Approval of General Arrangement Drawings
Activities to be 3
undertaken by Environmental Clearance
Officer 4
Utility Shifting
5
Utilities, Associated Roads and Trees
6
Obligations related to Project Agreements
1 Damage for Delay by Authority
Activities to be 2 Fulfillment of Concesionnaires' Condition

undertaken by Precedents
Supervisory Level- HQ
Finance Officer 3
Financial Closure
4 Condition Precedent & Declaration of Appointed

Date
1
Activities to be
undertaken by 2

Officer in 1 day


Construction Exit
Period Maintenance
1
Activities to be
undertaken by 2
Technical Officer

Officer in 1 day
1
Activities to be
undertaken by 2
Technical Officer

default, if any
1
Activities to be
Officer

default, if any
1. Activities undertaken by Operation Level (HQ):

The Operation Level (HQ) would be responsible for following key activities:
1.1. Signing of the Concession Agreement:

The various activities need to undertake before Signing of the Concession Agreement. Some of
the key activities need to be undertaken by Operation Level (HQ) in this regard are provided
below:

Issue a reminder letter to Successful Bidder, in case the Successful Bidder does not submit
the LOA acceptance Letter within the stipulated time line as specified in the Bidding
Documents.
Initiate the forces for forfeiture of Bid Security submitted by the Successful Bidder in case of
default on acceptance of LOA by Successful Bidder related to signing of the Concession
Agreement.
Seek the submission of draft SPV formation documents from the Successful Bidder.
To seek comments on the draft SPV formation documents (as submitted by Successful
Bidder) from legal/ financial Consultant and communicate the same to the Successful
Bidder.
Receive the final SPV formation documents along with certificate of incorporation and
initiate the process for execution of the Concession Agreement.
Report to the supervisor level (HQ) & decision making level within one day of default, if any
For detailed activities to be undertaken by Operation Level (HQ) including their corresponding
stakeholder / party, timelines and reporting and escalations, refer 1,i., in Annexure- D,
Contract Management Activities in Development Period.
1.2. Receipt and verification of Performance Security:

Once, the Concessionaire submit the Performance Security in form of the Bank Guarantee, the
Authority needs to verify the same from the Bank from which the Bank Guarantee is issued.
Some of the key activities undertaken by the Operation Level (HQ) in this regard are provided
below:
Verify the Bank Guarantee from issuing bank branch and its supervisory branch.
After verification of Bank Guarantee, issue an acknowledgement to the Concessionaire
In case of non-submission of Bank Guarantee within a stipulated time line as mentioned in
the Concession Agreement, proceed for encashment of Bid Security
Report to supervisor level (HQ) and decision making level within one day of default, if any
stakeholder / party, timelines and reporting and escalations, refer 1.ii. in Annexure- D, Contract
Management Activities in Development Period.
1.3. Execution of the various agreements:

Prior to declaration of Appointed Date various Agreements (i.e. Escrow Agreement, Substitution
Agreement etc.) need to be executed between the Concessionaire, Authority and Other
Stakeholders such as Lenders, Escrow Agent etc. Such Agreements are to be signed by the
Operation Level (HQ). Some of the key activities involved in this process are provided below:

In case the draft Agreements submitted by Concessionaire have not been reviewed by other
department or legal / financial consultant, seek the opinion from legal/financial consultant
prior to execution of any Agreement.
1.4. Written Consent from the Authority before making any Change
in the Financing Agreement:
The Concessionaire needs to take a written consent from the Authority before making any
addition, replacement or amendments to any of the Financing Agreements. Some of the key
activities undertaken by the Operation Level (HQ) in this regard are provided below:
To seek comments on Financing Agreements (as submitted by the Concessionaire) from
legal/ financial Consultant and communicate the same to the Concessionaire.
After verification of the revised documents, issue an approval letter for the changes
requested by Concessionaire.
stakeholder / party, timelines and reporting and escalations, refer 1.iii. in Annexure- D,
1.5. Covenant:
As per the provision of the Concession Agreement, Project Agreements contains provisions that
entitle the Authority to step into such agreement, in its sole discretion, in substitution of the
Concessionaire in the event of Termination or Suspension. Some of the key activities
undertaken by Operation Level (HQ) in the event of Termination or Suspension are:
To evaluate the project with respect to the substitution

Secure necessary approvals
Implement the right of substitution
stakeholder / party, timelines and reporting and escalations, refer 1.iv. in Annexure- D,
1.6. Maintenance of Project Highway:

As per the provision of the Concession Agreement, the Authority shall maintain the Project
Highway as compared to its condition 7 days prior to the last date for submission of the Bid.
Some of the key activities undertaken by the Operation Level (HQ) in this regard are provided
below:

To ask for the financial quote for maintaining the project highway from various contractors
through open tender process
Review the financial quotations received from the interested parties and finalize the same.
If maintenance is done by the Concessionaire, request the Independent Engineer to
determine the cost of the same.
Reimburse/process the cost determined by the Independent Engineer to the Concessionaire
Report to the supervisor level (HQ) & decision making level within one days of default, if any
`For detailed activities to be undertaken by Operation Level (HQ) including their corresponding
stakeholder / party, timelines and reporting and escalations, refer 1.v. in Annexure- D,
1.7. Appointment of Safety Consultant:

As per the provision of the Concession Agreement, the Authority to appoint one or more Safety
Consultant for carrying out safety audit at the design stage of the Project Within 90 days of
signing of Agreement. Some of the key activities undertaken by the Operation Level (HQ) in
this regard are provided below:
To call the proposal from various agency by open tender process

To evaluate the proposals and finalise the selection of Safety Consultant
Report to the supervisor level (HQ) and decision making level
stakeholder / party, timelines and reporting and escalations, refer 1.vi. in Annexure- D,
2. Activities undertaken by Operation Level (Field):

The Operation Level (Field) would be responsible for following key activities:
1.1. Handing over the Right of Way (ROW):

As per the provision of the Concession Agreement the Authority has to provide at least 80% of
ROW before the declaration of Appointed Date. During the Land Acquisition process various
officials/ agencies are involved such as Competent Authority of Land Acquisition (CALA),
Revenue Department (State Govt.), dedicated officer for Land Acquisition within the Authority
etc. Some of the key activities to be undertaken by the Operation Level (field) in the process of
making sure the at least 80% of ROW, are provided below:
To make sure the availability of at least 80% Right of Way (ROW) before the Appointed Date
Coordination with Competent Authority of Land Acquisition (CALA), Revenue Department
(State) etc.
Report to the supervisor (field) level & decision making level within 5 days of default, if any

For detailed activities to be undertaken by Operation Level (field) including their corresponding
stakeholder / party, timelines and reporting and escalations, refer part 2.i.1. in Annexure- D,
Contract Management Activities in Construction Stage.
1.2. Approval of general arrangement drawings (GAD):

As per the provision of the Concession Agreement the Authority to procure approval of the
Railway authorities in the form of a general arrangement drawing to construct road over bridges
/ under bridges at level crossings on the Project Highway before the declaration of Appointed
Date. Some of the key activities undertaken by the Operation Level (field) in this regard are
provided below:
To procure the approval of the Railway authorities in the form of a general arrangement
drawing to construct road over bridges / under bridges at level crossings on the Project
Highway
Request to the Railway Authority for GAD approval
To send a notice to the Concessionaire to extend the GAD approval by 6 months, if required
Report to the supervisor level (field) & decision making level within 5 days of default, if any
stakeholder / party, timelines and reporting and escalations, refer 2.i.2.in Annexure- D,
1.3. Environmental Clearance:

As per the provision of the Concession Agreement, the Authority has to procure all Applicable
Permits relating to environmental protection and conservation of the Site. Some of the key
activities undertaken by the Operation Level (field) in this regard are provided below:
To procure all Applicable Permits relating to environmental protection and conservation of

the Site
To send a notice to the Concessionaire to extend the Applicable Permits by 6 months, if
required
Request to the competent authority for environmental clearance approval
Report to the supervisor level (field) & decision making level within 5 days of default, if any
stakeholder / party, timelines and reporting and escalations, refer 2.i.3. in Annexure- D,

1.4. Utility Shifting:

As per the provision of the Concession Agreement, the Authority has to make the appropriate
arrangement for Utility Shifting. Some of the key activities undertaken by the Operation Level
(field) in this regard are provided below:
To make the appropriate arrangement of Utility shifting

To ask for the financial quotation for utility shifting from interested parties through open
tender
To seek necessary financial approval based on the sanctioned value
Report to the supervisor level (field) and decision making level
stakeholder / party, timelines and reporting and escalations, refer 2.i.4. in Annexure- D,
1.5. Utilities, Associated Roads and Trees:

As per the provision of the Concession Agreement, the Authority to provide adequate
assistance, right of way for diversions if any and bear the cost as applicable in the Concession
Agreement etc. during the development of the project. Some of the key activities undertaken by
the Operation Level (field) in this regard is provided below:
To make the appropriate arrangement, in case of any written request from the
Concessionaire
To Process the invoices for reimbursement of cost, which is required to be borne by the
Authority, as per the terms of the Concession Agreement
To assist the Concessionaire in obtaining the Applicable Permits
To seek necessary financial approval based on the sanctioned value
Report to the supervisor level (field) & decision making level within one day of default, if any
stakeholder / party, timelines and reporting and escalations, refer 2.ii. in Annexure- D, Contract
1.6. Obligations relating to Project Agreements:

As per the provision of the Concession Agreement, the Concessionaire to submit the drafts of
all Project Agreements, or any amendments or replacements thereto to the Authority for its
review and comments. The Responsibilities of the Operation Level (field) in this regard is
provided below:
To issue an acknowledgement to the Concessionaire

To review the documents submitted by the Concessionaire and suggest the changes, if any

Seek the response of above and acknowledge the revised communication

Report to the supervisor level (field) and decision making level within one day default, if any
3. Activities undertaken by Supervisory Level (HQ) - Finance:

The Supervisory Level (HQ) - Finance would be responsible for following key activities:
3.1. Damage for delay by the Authority:

As per the provision of the Concession Agreement the Damage for delay has to be paid by the
Authority in case of delay in fulfilling the Condition Precedent as specified in the Concession
Period. Although, various level of official are involved in the process of fulfilling the Condition
Precedent. However, damage for delay is processed by Supervisory Level (HQ) Finance.
Some of the key activities undertaken by the Supervisory Level (HQ) - Finance in this regard are
provided below:
To review the request received from the Concessionaire for Damage for delay by the
Authority
To negotiate with the Concessionaire for the Damage payment
To Initiate the Damage claim process for Delays
Report and escalate to the decision making level within one day of default, if any
For detailed activities to be undertaken by Supervisory Level (HQ) including their corresponding
stakeholder / party, timelines and reporting and escalations, refer 3.i. in Annexure- D, Contract
3.2. Condition Precedent - Concessionaire:

In the process of fulfilling the Condition Precedent the Concessionaire does the Communication
at various levels within the Authority. Some of the key activities undertaken by the Supervisory
Level (HQ) - Finance in this regard are provided below:
To seek comments on the draft Escrow & Substitution Agreement (as submitted by
Concessionaire) from legal/ financial Consultant and communicate the same to the
Concessionaire.
To issue a letter to the Concessionaire regarding approval / acceptance of the Escrow &
Substitution Agreement
To review the supporting documents of the Applicable permits and representations &
warranties as submitted by Concessionaire.

Issue an acknowledgement letter the Concessionaire after receiving any documents with
respect to the Condition Precedent.
Report to the decision making level within one day of default, if any
stakeholder / party, timelines and reporting and escalations, refer 3.ii.1. in Annexure- D,
3.3. Financial Closure:

Prior to declaration of the Appointed Date the Concessionaire needs to achieve the Financial
Closure. Declaration of Financial Closure is also the part of the Condition Precedent of the
Concessionaire. Some of the key activities undertaken by the Supervisory Level (HQ) - Finance
in this regard are provided below:
To seek comments on the Financial Closure documents (as submitted by Concessionaire)

from legal/ financial Consultant and communicate the same to the Concessionaire.
To issue a letter to the Concessionaire regarding approval / acceptance of the Financing
Agreement
In case of Delay in Financial Close, Initiate the Damage claim for Delays
In case failure to achieve Financial Close, initiate the termination process as per the
Concession Agreement.
To encash the Bid Security and appropriate the proceeds thereof as Damages
stakeholder / party, timelines and reporting and escalations, refer 3.ii.2. in Annexure- D,
3.4. Condition Precedent and declaration of Appointed Date:

After fulfilling the Condition Precedent by each party (i.e. Authority and Concessionaire) the
Authority may declare the Appointed Date. Some of the key activities undertaken by the
Supervisory Level (HQ) - Finance in this regard are provided below:
To inform/ notify in writing to Concessionaire at least once in a month about the status /
progress of the Condition Precedent for which Authority is responsible
To issue acknowledgement to Concessionaire after receiving the status of Condition
Precedent from the Concessionaire

To seek comments on the Condition Precedent documents (as submitted by

Concessionaire) from legal/ financial Consultant and communicate the same to the
Concessionaire.
To issue a letter to the Concessionaire regarding approval / acceptance of the Financing
Agreement
If both the parties are fulfilling all of the Condition Precedents, declare the Appointed Date
In case of delay, initiate the Damage claim for Delays and appropriate of Performance
Security
In case Concessionaire fails to cure its default within the cure period, initiate the termination
process as further action as per the Concession Agreement.
4. Activities undertaken by Supervisory Level (HQ) - Technical:

The Supervisory Level (HQ) - Technical would be responsible for following key activities:
To ask for the monthly status reports of the all ongoing projects from the concerned
Operation Level (HQ).
To review all the files/documents forwarded by Operation Level (HQ)
To provide the required inputs in the project execution
Report and escalate to the decision making level (Technical) within one day of default, if any
For detailed activities to be undertaken by Supervisory Level (HQ) Technical including their
corresponding stakeholder / party, timelines and reporting and escalations, refer sections 1,i.-vi.
in Annexure- D, Contract Management Activities in Development Period.
5. Activities undertaken by Supervisory Level (field) - Technical:

The Supervisory Level (field) - Technical would be responsible for following key
activities:
Operation Level (field).
To review all the files/documents forwarded by Operation Level (field)

For detailed activities to be undertaken by Supervisory Level (field) Technical including their
corresponding stakeholder / party, timelines and reporting and escalations, refer sections 2,i-iii.,
6. Activities undertaken by Decision making Level (Technical):

The Decision making Level (Technical) would be responsible for following key activities:
Supervisory Level (HQ) and Supervisory Level (Field).
To review all the files/documents forwarded by Supervisory Level (HQ) and Supervisory
Level (Field).
To take the required decision as and when required
Report and escalate to the Board / Chairman within 5 days of default, if any
For detailed activities to be undertaken by Decision Making Level (Technical) including their
corresponding stakeholder / party, timelines and reporting and escalations, refer sections 1& 2
7. Activities undertaken by Decision making Level (Finance):

The Decision making Level (Finance) would be responsible for following key activities:
Supervisory Level (Finance)
To review all the files/documents forwarded by Supervisory Level (Finance).
For detailed activities to be undertaken by Decision Making Level (Finance) including their
corresponding stakeholder / party, timelines and reporting and escalations, refer section 3 in
Annexure- D, Contract Management Activities in Development Period.

IV. Contract Management Activities in Construction stage

(from Appointed Date till declaration of COD)
For the purpose of contract management, Construction Period commences from the Appointed
Date and continues till the Completion of the Construction (generally the date from which the
Commercial Operation Date (COD) starts). During the Construction Period various key activities
are undertaken within the Authority for which different level of officials are made responsible as
per the Project Contract Management Plan. This chapter provides an activity based roadmap for
post-award management in the construction stage.

Construction Exit
Period Maintenance
Activities to be 1
Release of Performance Security
undertaken by
Officer
2
Release of Grant
1
Handing over ROW
2
Construction of Project highway
Activities to be
undertaken by
Operations Level-
Field Officer 3
Milestone
4
Monitoring of Construction
5
Completion Certificate


Construction Exit
Period Maintenance
1
Activities to be
undertaken by 2

Officer in 1 day
1
Activities to be
undertaken by 2
Technical Officer

Officer in 1 day
1
Activities to be
undertaken by 2
Technical Officer

default, if any
1. Activities undertaken by Operation Level (Head Quarters or HQ):

During the Construction Period, the Operation Level (HQ) would be responsible for following key
activities:
1.1. Release of Performance Security:

Before releasing the Performance Security some key aspects need to be looked into. Some of
the key activities undertaken by Operation Level (HQ) in this regard are provided below:
Verify the documentary evidence submitted by Concessionaire with respect to the capital
expenditure in the Project.

If the Concessionaire is fulfilling the required criteria as per the Concession Agreement,
Authority may release the Performance Security.
Report to the supervisor level (HQ) and decision making level within one day of default, if
any
stakeholder / party, timelines and reporting and escalations, refer part 1.i. in Annexure- E,
1.2. Release of Grant:

Highest Premium or Lowest Grant is the bidding parameter for the selection of Successful
Bidder. In case of the Successful Bidder is quoted the Grant, the Authority will disbursed the
Grant during the Construction period as per the provisions of the Concession Agreement. Some
of the key activities undertaken by Operation Level (HQ) in this regard are provided below:
Review the request received from the Concessionaire for disbursement of grant
Initiate the grant disbursement process.
Circulate/ forward correspondence to the related parties
Report to the supervisor level (field) and decision making level within one day of default, if
any
stakeholder / party, timelines and reporting and escalations, refer 1.ii. in Annexure- E, Contract
Management Activities in Construction Stage.
2. Activities undertaken by Operation Level (field):

During the Construction Period, the Operation Level (field) would be responsible for following
key activities:
1.1. Handing over of Right of Way (ROW):

As per the Concession Agreement, the Authority has to fulfill some key obligations during
construction period. Handing over of ROW is one of those key obligations. Some of the key
activities undertaken by Operation Level (field) in this regard are provided below:
Review the request received from the Concessionaire with respect to remaining ROW, if any
Coordinate with the line department to make sure the availability of ROW.
Make sure 100% of ROW is provided within 90 days of Appointed Date

In case the Authority does not hand over the 100% of ROW within 90 days of Appointed
Date, Operation Level (field) would calculate the damages as per the provisions of the
If Concessionaire requests for payment of damages, Operation Level (field) officer would
process it.
1.2. Construction of Project Highway:

As per the provisions of the Concession Agreement, the Concessionaire and Independent
Engineer submit drawings and all related reports to the Authority. The Authority has the right but
not the obligation to review such reports. Some of the key activities undertaken by Operation
Level (field) in this regard are provided below:
Review the drawings and reports submitted by the Concessionaire and Independent
Engineer.
Provide the comments on such reports to the Concessionaire / Independent Engineer, if any
1.3. Milestone:
As per provisions of the Concession Agreement, the Concessionaire is to meet the project
milestone as specified in the Schedule G of the Concession Agreement. In case of any delay
the Authority is to respond as per the provisions of the Concession Agreement. Some of the key
Review the project progress report submitted by Independent Engineer.
In case the Concessionaire does not meet the milestone within specified period. Operation
Level (field) to issue a notice to the Concessionaire is to pay damages for delay.
Calculate damages as per the provisions of the Concession Agreement.
In case the Concessionaire does not complete the Project Highway within 270 days from
schedule completion date, the Operation Level (field) may initiate the Termination process.

Report to the supervisory level (field) & decision making level within one day of default, if
any
stakeholder / party, timelines and reporting and escalations, refer 2.ii. in Annexure- E, Contract
Management Activities in Construction Stage.
1.4. Monitoring of Construction:

Some of the key activities undertaken by Operation Level (field) for monitoring of Construction
are provided below:
Process the reimbursement of the half of the cost incurred in the Test as certified by the
Independent Engineer.
In case Independent Engineer recommend to the Authority for Suspension of any

construction work, Operation Level (field) may issue a notice to the Concessionaire is to
suspend the construction work.
After remedial measures from Concessionaire, and the independent Engineer

recommendation the Operation Level (field) may process to revoke such suspension or
instruct the Concessionaire is to carry out such other and further remedial measures as may
be necessary in the reasonable opinion of the Authority.
stakeholder / party, timelines and reporting and escalations, refer 2.iii. in Annexure- E,
1.5. Completion Certificate:

Some of the key activities undertaken by Operation Level (field) for monitoring of Construction
are provided below:
During the Test for issuing the Completion certificate, the Operation Level (field) may
designate Authority's representative to witness the Test.
In case the Concessionaire does not complete the Punch list, Operation Level (field) may
process for the recovery of damages from the Performance Security as specified in the
In case the Concessionaire does not complete the Punch list items within the specified
period from the start of the payment of damages, Operation Level (field) may process the
Termination of the Agreement.

Review the report submitted by Independent Engineer (in case Project Highway or any part
thereof does not conform to the provisions of the Agreement).
Process the own inspection based on the report submitted by Independent Engineer.
In case of any deficiency in the Project Highway, Operation Level (field) may notify to the
Concessionaire
stakeholder / party, timelines and reporting and escalations, refer 2.iv. in Annexure- E,

corresponding stakeholder / party, timelines and reporting and escalations, refer part 1 and 3 in
Annexure- E, Contract Management Activities in Construction Stage.

activities:
Annexure- E, Contract Management Activities in Construction Stage.


Level (Field).
corresponding stakeholder / party, timelines and reporting and escalations, refer sections 1, 2 &
3 in Annexure- E, Contract Management Activities in Construction Stage.

V. Contract Management Activities in Operations &

Maintenance Period (From Commercial Operation
Date (COD) till end of the Concession)
For the purpose of contract management, Operation & Maintenance Period commences from
the Commercial Operation Date (COD) and continues till the Completion of the Concession
Period. During the Operation & Maintenance Period various key activities are undertaken within
the Authority for which different level of officials are made responsible as per the Project
Contract Management Plan. This chapter provides an activity based roadmap for post- award
management in the O&M stage.

Construction Exit
Period Maintenance
1
User Fee
2
Revenue Shortfall Loan
Activities to be 3
undertaken by Effect of Variation in Traffic Growth Rate
Officer
4
construction of Addicitonal tollway
5
Insurance


Construction Exit
Period Maintenance
1
Replacement of Operations & Maintenance Contractor
2
Construction of Service Lanes
3 Operations & Maintenance Activities

Activities to be
undertaken by
Operations Level- Field 4 Safety Requirements
Officer
5
Monitoring of Operations & Maintenance Activities
6 Traffic Regulations
7 Traffic Census & Estimation
1
Activities to be
undertaken by 2

Officer in 1 day
1
Activities to be
undertaken by 2
Technical Officer

Officer in 1 day


Construction Exit
Period Maintenance
1
Activities to be
undertaken by 2
Technical Officer

default, if any
1. Activities undertaken by Operation Level (HQ):

During the Operation & Maintenance Period, the Operation Level (HQ) would be responsible for
following key activities:
1.1. User Fee:

As per the provisions of the Concession Agreement, the concerned ministry would issue an
official fee notification. Some of the key activities undertaken by Operation Level (HQ) in this
regard are provided below:
Initiate the process for issuance of fee notification
stakeholder / party, timelines and reporting and escalations, refer 1.i. in Annexure- F, Contract
Management Activities in O & M Stage.
1.2. Revenue Shortfall Loan:

As per the provisions of the Concession Agreement, the Authority may provide a Revenue
Shortfall Loan to the Concessionaire. Some of the key activities undertaken by Operation Level
(HQ) in this regard are provided below:
Review the request received from the Concessionaire regarding Revenue Shortfall Loan.
Process for the release of the loan, if required
stakeholder / party, timelines and reporting and escalations, refer 1.ii. in Annexure- F, Contract

1.3. Effect of variation in Traffic growth rate:

As per the provisions of the Concession Agreement, the Authority may increase or decrease the
Concession period based on the variation in traffic growth rate. Some of the key activities
undertaken by Operation Level (HQ) in this regard are provided below:
Arrange for traffic survey for continuous period of 7 days.
Start the process for engagement of traffic survey consultant through open bidding process.
Based on the traffic survey report, decrease or increase the Concession period, as required
After receiving the notice from the Concessionaire as per the provisions of the Concession
Agreement, the Operation Level (HQ) may waive the reduction in Concession Period and
recover the Concession Fee.
If the average daily traffic of PCUs exceeds the designed capacity of the Project Highway in
any accounting year, the Operation Level (HQ) may begin the process for the preparation of
a DPR to augment the capacity of the Project Highway.
Operation Level (HQ) may engage a DPR consultant through competitive bidding process
for preparation of DPR
stakeholder / party, timelines and reporting and escalations, refer 1.iii. in Annexure- F,
Contract Management Activities in O & M Stage.
1.4. Construction of Additional Toll way:

As per the provisions of the Concession Agreement, if the additional toll way would be opened
during the Concession Period, the Concession period may be adjusted as per the provisions of
the Concession Agreement provisions of the Concession Agreement. Some of the key activities
Send a notice to the Concessionaire prior to opening of additional toll way as per the
provisions of the Concession Agreement provisions of the Concession Agreement.
Process for the compensation to the Concessionaire, if any
Ensure that the applicable toll rate on additional toll way is as per the provisions of the
Concession Agreement provisions of the Concession Agreement.

stakeholder / party, timelines and reporting and escalations, refer 1.iv. in Annexure- F,
1.5. Insurance:
As per the provisions of the Concession Agreement, the Authority may require the
Concessionaire is to effect and maintain insurances as may be necessary. Some of the key
activities undertaken by Operation Level (HQ) in this regard are provided below:
Make sure that the Concessionaire is maintaining insurance as may be necessary
In case the Concessionaire does not maintain necessary insurance the Operation Level
(HQ) may process to pay the premia and recover the costs thereof from the Concessionaire.
stakeholder / party, timelines and reporting and escalations, refer 1.v. in Annexure- F, Contract

During the Operation & Maintenance Period, the Operation Level (field) would be responsible
for following key activities:
2.1. Replacement of O&M Contractor:

As per the provisions of the Concession Agreement, prior approval from the Authority is
required for Selection or replacement of an O&M Contractor and execution of the O&M
Contract. Some of the key activities undertaken by Operation Level (field) in this regard are
provided below:
Review the documents submitted by Concessionaire
Convey its decision without any delay
stakeholder / party, timelines and reporting and escalations, refer 2.i. in Annexure- F, Contract
2.2. Construction of Service Road:

The Authority can at any time after the 8th anniversary of the Appointed Date, construct at its
own cost, a service road. Some of the key activities undertaken by Operation Level (field) in this
regard are provided below:

Initiate the process for the construction of the Service Road
Send the requirements and related information to Headquarter level
stakeholder / party, timelines and reporting and escalations, refer 2.ii. in Annexure- F, Contract
2.3. Operation & Maintenance:

As per the provisions of the Concession Agreement, the Concessionaire is responsible for the
Operation & Maintenance of the Project Highway. In case Concessionaire does not meet such
requirements, the Authority may collect the damages from the Concessionaire based on the
Independent Engineer report in this regard. Some of the key activities undertaken by Operation
Level (field) in this regard are provided below:
Review the Inspection report and estimated damages submitted by Independent Engineer.
In case the Concessionaire does not commence the remedial measures within the specified
period, the Operation Level (field) to initiate the process to undertake the remedial measures
by the Authority.
The cost of the remedial measures along with damages as specified in the Concession
Agreement would be recovered from the Escrow Account.
Ensure that no barriers or diversions are erected or placed
stakeholder / party, timelines and reporting and escalations, refer 2.iii. in Annexure- F,
2.4. Safety Requirements:

As per the provisions of the Concession Agreement, Safety Consultant submits the safety audit
report to the Authority and Authority take further action based on such report. Some of the key
Forward one copy of the Audit report to the Concessionaire and one copy to the
Process the cost & expenses on works and services not covered, which are to be borne
from out of dedicated Safety Fund owned and operated by the Authority

stakeholder / party, timelines and reporting and escalations, refer 2.iv. in Annexure- F,
2.5. Monitoring of Operation & Maintenance:

As per the provisions of the Concession Agreement, the Independent Engineer monitors the
Operation & Maintenance of Project Highway. In case Concessionaire does not maintain the
project as per the provisions of the Concession Agreement, the Authority may recover the
damages from the Concessionaire based on the Independent Engineer report in this regard.
Some of the key activities undertaken by Operation Level (field) in this regard are provided
below:
Process the reimbursement of cost incurred by Concessionaire for Test as per the
provisions of the Concession Agreement and to the extent certified by Independent
Engineer.
Process to recover the payments for damages from the Concessionaire
stakeholder / party, timelines and reporting and escalations, refer 2.v. in Annexure- F, Contract
2.6. Traffic Regulation:

As per the provisions of the Concession Agreement, the Authority is to assist the
Concessionaire in procuring police assistance from the State Police Department or a substitute
thereof. Some of the key activities undertaken by Operation Level (field) in this regard are
provided below:
Process the procurement of police assistant from the competing department
stakeholder / party, timelines and reporting and escalations, refer 2.vi. in Annexure- F,
2.7. Traffic Census and Sampling:

Time-to-time the Authority may undertake a detailed traffic survey. Some of the key activities
undertaken by Operation Level (field) in this regard are provided below:
Initiate the process of detailed traffic survey or ask the Concessionaire to do the same
Inspect relevant records submitted by the Concessionaire

stakeholder / party, timelines and reporting and escalations, refer 2.vii. in Annexure- F,

corresponding stakeholder / party, timelines and reporting and escalations, refer section 1in
Annexure- F, Contract Management Activities in O & M Stage.

activities:
Annexure- F, Contract Management Activities in O & M Stage.

Level (Field).

corresponding stakeholder / party, timelines and reporting and escalations, refer sections 1 and
2 in Annexure- F, Contract Management Activities in O & M Stage.

VI. Contract Management Activities during Exit Stage

(From Termination Date till Final settlement)
For the purpose of contract management, Exit Stage commences from the Termination Date
and continues till the final settlement. During the Exit stage various key activities are undertaken
within the Authority for which different level of officials are made responsible as per the Project
Contract Management Plan.
Also, any highway concession may end either at the natural end of the contract period or on
mid-way on account of certain events. On such termination, the concessionaire is responsible
for completing contract responsibilities and handing over the Highway Assets back to the
Authority. The Authority, on the other hand, is responsible for ensuring service continuity for
Users. This section outlines plans to manage asset handover and service continuity.
This chapter provides an activity based roadmap for post- award management in the exit stage.
Also, it provides the exit plan for the Authority comprising the procedure to be followed for
smooth Asset Handover and maintenance of Service Continuity.

Construction Exit
Period Maintenance
Activities to be 1
undertaken by Divestment of Rights & Interest
Officer
Activities to be 1
undertaken by Liabilities of Defects after Termination
Officer
1
Activities to be
undertaken by 2
Technical Officer
Officer in 1 day


Construction Exit
Period Maintenance
1
Activities to be
undertaken by 2
Technical Officer
Officer in 1 day
1
Activities to be
Provide inputs for project execution
Making Level- Technical
Officer
default, if any

activities:
1.1. Divestment of Right and Interest:

For divestment of right and interest, following key activities are to be undertaken by the
Operation Level (HQ):
Make sure that both parties are meeting their respective obligations.
Make sure the smooth transfer of the Project in accordance with the provisions of this
Agreement so as to protect safety of and avoid undue delay or inconvenience to the Users.
After fulfillment of all Divestment Requirements, the Operation Level (HQ) may issue Vesting
Certificate.
stakeholder / party, timelines and reporting and escalations, refer part 1.i. in Annexure- G,
Contract Management Activities in Exit Stage.


During the Construction Period, the Operation Level (field) would be responsible for following
key activities:
2.1. Defect Liability after Termination:

Concessionaire is responsible for all defects and deficiencies in the Project Highway for a
specified period after Termination. Some of the key activities undertaken by Operation Level
(field) in this regard are provided below:
Make sure that the Project Highway is rectified and repaired for a specified period after
Termination
In case the Concessionaire fails to rectify, the Operation Level (field) may make the
arrangement for rectify the same.
Operation Level (field) may process for recovery of repair cost from the Escrow Account or
Bank Guarantee as applicable as per the Concession Agreement.
stakeholder / party, timelines and reporting and escalations, refer part 2.i. in Annexure- G,
Contract Management Activities in Exit Stage.

corresponding stakeholder / party, timelines and reporting and escalations, refer part 1 in
Annexure- G, Contract Management Activities in Exit Stage.

activities:

Annexure- G, Contract Management Activities in Exit Stage.

Level (Field).
corresponding stakeholder / party, timelines and reporting and escalations, refer sections 1and
2 in Annexure- G, Contract Management Activities in Exit Stage.
6. Asset handover plan

For BOT contracts, Highway assets must be transferred back to the Authority at contract
termination. The Authority must plan for the same sufficiently in advance, in coordination with
the Concessionaire and Independent Engineer, to ensure the handover process is completed by
the contract termination date. The table below presents an indicative asset handover plan. This
must incorporate any additional termination requirements specified by the Concession
agreement or mutually agreed to by the parties.
Activity Responsible Supervisor person / team Deadline
person / team
Major maintenance / Concessionaire Operations Level Authority, As per Contractually
replacement required Independent Engineer agreed timelines
Finalizing Highway Concessionaire Operations Level Authority, 1 year before

Asset register Independent Engineer contract termination
Testing & Inspection Independent Operations Level Authority 90 days before
Engineer contract termination

Activity Responsible Supervisor person / team Deadline

person / team
Certification Independent Operations Level Authority 90 days before
Engineer contract termination
Handover of Highway Operations Level N/A 30 days before
operations records Authority contract termination
Legal transfer of asset Legal consultant Operations Level & 0-30 days after
ownership Supervisory Level Authority contract termination
7. Service continuity plan

Planning for service continuity involves a two-step process:
7.1. Step 1 Assessing ability of existing Highway to serve market

requirements
The condition of the existing highway and the market requirements need to be ascertained and
compared to judge whether the existing highway can fulfil current market needs.
Category Factor Unit Value / Remarks
(Illustrative)
Condition of Residual life of pavement Year(s) 10 years

Highway
Residual life of key structures Year(s) 6 years
Quality of Highway assets N/A Good
Maintenance requirements N/A Medium
Market Traffic levels No. of vehicles [xx] PCUs per day
requirements
Alternative facilities N/A None
Other market needs N/A None
Authority personnel at Operations Level must carry out such analysis and present a summary to
L2. This will call for a detailed technical / engineering study and traffic study will be required for
this analysis. This activity must be done at least 1 year before contract termination to allow
sufficient time for ensuring service continuity.
7.2. Step 2 Analyze and choose amongst options

Based on analysis in Step 1, L2 must analyze and choose amongst various options. A
recommendation must be placed before L3. L3 must take the final decision. This process must
be done at least 10 months to 1 year in advance of contract termination.
The table below presents various likely scenarios and illustrative recommended action under
each scenario.

# Scenario Recommended action

(Illustrative)
Can existing highway serve market PPP suitable?
requirements?
2 Yes Yes Fresh OMT contract

3 Yes No Outsource O&M
4 No Yes Fresh BOT contract
5 No No EPC / Item rate contract
Step 1 above will help conclude whether the highway can serve market requirements. For PPP
suitability a pre-feasibility analysis must be carried out by appointing a financial consultant.
Additional aspects may also affect the decision for service continuity. These will depend on the
nature and complexity of the project and any special termination requirements of the
Concession agreement. These must also be taken into account.

VII. Contract Management Activities throughout the

Project Life Cycle (From Appointed Date till Final
settlement)
During the Project Life cycle various key activities are undertaken within the Authority for which
different level of officials are made responsible as per the Project Contract Management Plan.
This chapter provides a roadmap for post-award management activities throughout the project
life cycle.

Construction Exit
Period Maintenance
1
Activities to be
undertaken by 2
Operations Level- HQ Disclosure
Officer
3
Redressal of Public Grievances
1
Accounts & Audit
Activities to be
undertaken by
Supervisory Level-
Finance Officer 2
Appointment of Auditor
1
Activities to be
Making Level- Provide inputs for project execution
Technical Officer

default, if any

1
Activities to be
Officer
default, if any

During the Project Life cycle, the Operation Level (HQ) would be responsible for following key
activities:
1.1. Independent Engineer:

As per the provisions of the Concession Agreement various activities are involved at Authoritys
end for Appointment of Independent Engineer. Some of the key activities undertaken by
Operation Level (HQ) in this regard are provided below:
Issue an EOI for selection of Independent Engineer.
Undertake the evaluation of EOI received from the interested parties and shortlist the 10
firms based on the predetermined criteria.
Send the aforesaid list to the Concessionaire for Scrutiny and comments, if any
After considering the all relevant factors of the comments received from the Concessionaire,
finalise and constitute a panel of 10 firms and convey its decision to the Concessionaire.
From the shortlisted firm ask for the technical and financial offers
Evaluate the technical and financial score and finalise the Independent Engineer.
On termination or expiry of the tenure of Independent Engineer, renew or appoint the

Independent Engineer for next turn as per the provisions of the Concession Agreement.
Process for reimbursement of the remuneration/cost/ expense of Independent Engineer as

per the provisions of the Concession Agreement.
Submit the Statement of Expenditure to the Concessionaire.
Hold a tripartite meeting with the Concessionaire and Independent Engineer, in case the
Concessionaire submits a representation for termination of Independent Engineer.

stakeholder / party, timelines and reporting and escalations, refer part 1.i. in Annexure- I,
Contract Management Activities throughout the Project Life cycle.
1.2. Disclosure:
As per the provisions of the Concession Agreement, Authority shall be entitled to direct the
Concessionaire, from time to time, to withhold the disclosure of Protected Documents. Some of
the key activities undertaken by Operation Level (HQ) in this regard are provided below:
Direct the Concessionaire is to protect the documents to any person as per the provisions of
the Concession Agreement
Report to the Supervisory level (HQ) & decision making level within one day of default, if any
stakeholder / party, timeline and reporting and escalations, refer part 1.ii. in Annexure- I,
Contract Management Activities throughout the Project Life cycle.
1.3. Redressal of Public Grievances:

As per the provisions of the Concession Agreement, Concessionaire shall maintain a public
relations office at each of the Toll Plazas where it shall keep a Complaint Register open to
public access at all times for recording of complaints by any person. Some of the key activities
Advise the Concessionaire to take action as appropriate for a fair and just redressal of any
grievance.
Report to the Supervisory level (HQ) & decision making level within one day of default, if any
stakeholder / party, timeline and reporting and escalations, refer part 1.iii. in Annexure E.
2. Activities undertaken by Supervisory Level (finance):

During the Project Life cycle, the Supervisory Level (finance) would be responsible for following
key activities:
2.1. Accounts and Audit:

As per the provisions of the Concession Agreement, Concessionaire is to Maintain books of
accounts recording all its receipts. The Authority is to inspect the records of the Concessionaire
and require copies of relevant extracts of books of accounts. Some of the key activities
undertaken by Supervisor Level (finance) in this regard are provided below:
Inspect and verify the books of accounts of the Concessionaire.

In case of any discrepancy, communicate the same to the Concessionaire and make sure it
is rectified
Report to the decision making level (finance) and decision making level within one day of
default, if any
For detailed activities to be undertaken by Supervisory Level (finance) including their

corresponding stakeholder / party, timelines and reporting and escalations, refer part 2.i. in
Annexure- I, Contract Management Activities throughout the Project Life cycle.
2.2. Appointment of Auditor:

As per the provisions of the Concession Agreement various activities are involved at Authoritys
end for Appointment of Auditor. Some of the key activities undertaken by Supervisory Level
(finance) in this regard are provided below:
Invite offers from all reputable firms of Chartered Accountants who fulfill the eligibility criteria.
Scrutinize and evaluate the proposal submitted by interest firms as per the provisions of the
Concession Agreement
Shortlist the 10 firms as per the evaluated score of each firm.
Send the aforesaid list to the Concessionaire for Scrutiny and comments, if any
After considering the all relevant factors of the comments received from the Concessionaire,
finalise and constitute a panel of 10 firms and convey its decision to the Concessionaire.
Make a new panel of Auditors after 5 years as specified in the Concession Agreement.
default, if any
For detailed activities to be undertaken by Supervisory Level (finance) including their

corresponding stakeholder / party, timelines and reporting and escalations, refer part 2.ii.in



Level (Field).


VIII. Performance Monitoring & Review

Performance of the concessionaire and other related parties should be regularly monitored and
reported by the contract manager to ensure the project remains within the pre-planned cost
levels and timelines. In case a performance monitoring and rating system exists in the
organization, the results of such regular monitoring shall be additionally sent to officials
designated for that purpose.
This chapter identifies Key Performance Indicators (KPIs) that must be tracked, reported and
reviewed on a regular basis to ensure efficient project execution. KPIs here have been
separately identified for each stakeholder, i.e. the concessionaire, independent engineer, safety
consultant and financial consultant for all major activities within a project lifecycle.
1. Concessionaire
For any project to function smoothly, concessionaires performance needs to be monitored
regularly. As the Concessionaire forms the main party with whom the contract is signed and
who holds the major obligations of executing the agreement apart from the Authority, it is
important that its performance is tracked on regular basis to spot defaults and situation that
might later become a cause of stalling of the project early in the project execution lifecycle. This
section presents stage wise analysis of KPIs which can help in evaluating the concessionaires
performance. It also designates the responsibility of monitoring them to an Authority official
along with clear guidelines on his/her duties with regards to monitoring it.
As described above, there are majorly four stages in any project execution lifecycle:
Development Period Stage, Construction Stage, Operations & Maintenance Stage and Exit
Stage. In all these four stages, monitoring the concessionaires performance against the set
standards, calls for a detailed review by the officer- in charge from the Authorities side. Major
parameters to be evaluated from the Authorities point of view are throughout the lifecycle are:
Time Line Actual Vs. Targeted Date
Project Cost
Quality of Services
Safety Considerations
Communication and Responsiveness
Project and Contract Management
In each of these parameters, what needs to be taken care of is that the value of
concessionaires performance in a parameter, matches the indicator value of the parameter to a
reasonable extent and in the stipulated time. Discrepancies, if any, and beyond the control of
the Authority in- charge need to be escalated to the next level on timely basis so that necessary
action can be taken on the same. To illustrate this idea, the monitoring and review process of
the Performance standard on Project Cost has been described in the below flowchart:

Concessionaires Performance Monitoring for
Project Cost
Output Standards of not more than
5% variation in Project Cost
Monitor & Report
Yes
Are observed
values in line with
the output
standards?
No
Report to Member (Finance) with

copy to Chairman
Performance monitoring for

Supervisory Level completed
Details on each of these performance parameters and KPIs can be found in [Annexure I], Part
1- 1.1., 1.2. & 1.3. , Stage wise KPIs for Concessionaire.
2. Independent Engineer
The Independent Engineer has a major role to play in ensuring that the project progress is in
line with the set timelines, the quality of highway developed by the Concessionaire is as per the
desired standards and discrepancies/issues, if any, have been flagged and brought to the notice
of the Authority officials in a timely manner. All the major responsibilities of the Independent
Engineer have been listed in Annexure M, Appointment & Responsibilities of Other Related
Parties. This section lists those KPIs that help the Authority officials monitor whether the
Independent Engineer is working as per the expectations set from it. Major performance
parameters to be monitored for reviewing Independent Engineers performance are:
Independent Engineer KPIs throughout the Lifecycle
Quality of Services
Communication and Responsiveness

As an example, to demonstrate the monitoring and review procedure of the Performance

standard on Project & Contract Management for the Independent Engineer, a flowchart has
been developed as shown below:
Independent Engineers Performance Monitoring for

Project & Contract Management
Availability of Key Personnel

Key personnel to be deployed on time as per schedule
Be available for project delivery & do tasks as per contract.
Team leader required for all Authority meetings while other
personnels required for more than 90% of the meetings.
Monitoring & Reporting by

Operations Level- Field Officer
Yes
Are observed
values in line with
the output
standards?
No
In case of non-availability, write a

letter to the Independent Engineer.
Report to the Supervisory Level, Field
Officer and Member(Technical)
Performance monitoring for Supervisory Level completed
2, KPIs for Independent Engineer throughout the project lifecycle.
3. Safety Consultant
Safety Consultant is another important related party that is responsible for safeguarding that the
quality and safety requirements from a highway project and ensuring that any potential or actual
defects observed, are brought to the notice of the Authority officials in timely manner. All the
major responsibilities of the Safety Consultant have been listed in Annexure M, Appointment
& Responsibilities of Other Related Parties. This section enumerates the KPIs for monitoring
the Safety Consultants performance.


Quality of Services
As an illustration to this idea, the monitoring and review process of the Performance standard
on Timeline, Actual v/s Targeted Date has been described in the below flowchart:
Safety Consultants Performance Monitoring for

Timeline, Actual v/s Targeted
Timely submission of Reports
Reports to be delivered & reviewed on time or

with less than 5% delay in Business days.

Operations Level- Field Officer
Yes
Are the reports
delivered &
reviewed on
time?
No
In case of any delay, write a letter to
the Safety Consultant.
Report to the Supervisory Level, Field
Officer and Member (Technical)
Performance monitoring for

Supervisory Level completed
3, KPIs for Safety Consultant throughout the project lifecycle.
4. Financial Consultant
Financial Consultant has a significant role in reporting and taking care of all financial matters
related to a project. They review all the financing documents submitted by the Concessionaire
and hence provide verdict on whether the Concessionaire has submitted accurate documents
with zero errors. All the major responsibilities of the Financial Consultant have been listed in
Annexure M, Responsibilities of Other Related Parties. This section enumerates the KPIs
for monitoring the Financial Consultants performance.


Quality of Services
To state an example, the monitoring and review process of the Performance standard on
Quality of Services has been described in the below flowchart:
Financial Consultants Performance Monitoring for

Quality of Services
Quality of Services
Adequacy in work methodology, & review of

Financing documents submitted by Concessionaire

Operations Level- HQ Officer
Yes
Are the reports
high quality &
methodology for
review sound?
No
Write a letter to the Safety Consultant.

Report to the Supervisory Level-
Headquarter Officer & Member(Tech.)
Performance monitoring for Supervisory Level

completed
4, KPIs for Financial Consultant throughout the project lifecycle.

IX. Regular Reporting & Escalation Mechanism

In any Highway concession, even if management and monitoring of each project activity is done
actively, it has been observed that no such activity is complete without regular and timely
reporting of these activities by the Authority officials at higher levels. Moreover, it is critical from
the project execution viewpoint that any issue which crops up is escalated in a timely fashion to
the higher Authority level for fast, suitable and timely action. This chapter describes how project
status reporting, review and escalation activities are to be done within all levels, Operations
Level, Supervisory Level and Decision Making Level of the Authority and performance is
reported on regular basis to ensure smooth functioning of the concession.
1. Regular Reporting & Review

Regular reporting has to be done on a regular basis to apprise higher levels in Authority of the
project status and key issues as well as seek necessary approvals. Also, the supervisory levels
must review the information provided to them to provide suggestions and intervene at
appropriate times to ensure that the project remains on track.
1.1. Operations Level to Supervisory Level Reporting

The objective of Operations Level to Supervisory Level reporting is to apprise Supervisory Level
of the project progress and seek support for key decisions or approvals. The Operations Level
to Supervisory Level reporting includes Status reporting, Performance reporting and other
reporting. Within each category, the following reports must be prepared at Operations Level and
submitted to Supervisory Level for review on a monthly basis. Supervisory Level members
should then meet on a monthly basis to review submissions from Operations Level and take
appropriate action on the same. The following sections provide templates for generation of the
stated reports and illustrations to complete the templates. These templates must be modified
appropriately as per respective Concession Agreements and project specifications.
1.1.1. Status Reporting
A. Project Progress
Stage Sub-stage (Illustrative) Completed? Remarks (Illustrative)
(Illustrative) (Illustrative)
Development Land acquisition Yes
Environmental clearances No
Other clearances Yes
Appointment of related parties Yes
Utility shifting Yes
Financial closure Yes

Drawings & designs approval
Appointed date declaration Yes
Construction Additional land procurement Yes
Commencement of construction No
Completion of construction No
Testing & certification No
Completion of punch list No
Declaration of Commercial Operations No

Date (COD)
No
Operations & Appointment of O&M consultant No

Maintenance
Ongoing Operations & Maintenance No
End of Operations & Maintenance No
Termination Testing & certification No
Major maintenance / asset replacement No
Asset transfer No
Contract termination No
Service continuity No
B. Status of Activities which are Authoritys Responsibility

Activity Status Responsible Original Actual Reason for Plan of Support
(Illustrative) (Illustrative) person / completion completion delay (if any) action to needed for
team date date / (Illustrative) complete Supervisory
(Illustrative) (Illustrative) Target date activity Level /
(Illustrative) (Illustrative) Decision
Making
Level (if
any)
(Illustrative)
Right of Complete Operations Apr, 2005 May, 2005 Administrative N/A N/A
Way Level delays
Land Complete Operations Apr, 2006 May, 2007 Public claims N/A N/A
acquisition Level and disputes
Environment Ongoing Operations May, 2007 Sep, 2008 Claims and Escalate Decision
clearances Level NGO activism Making

Level
intervention
with
Ministry
Railway Complete Operations Sep, 2006 Aug, 2006 N/A N/A N/A
approvals Level
C. Status of Activities which are Concessionaires Responsibility

Activity Status Responsible Original Actual Reason for Plan of Support
(Illustrative) (Illustrative) person / completion completion delay (if action to needed for
team date date / any) complete Supervisory
(Illustrative) (Illustrative) Target date (Illustrative) activity Level /
Making
Level (if
any)
(Illustrative)
Performance Complete Operations Apr, 2005 Apr, 2005 N/A N/A N/A
Security Level
Escrow Complete Supervisory Apr, 2005 Apr, 2005 N/A N/A N/A
agreement Level
Substitution Complete Supervisory Apr, 2005 Apr, 2005 N/A N/A N/A
agreement Level
Representations Complete Supervisory Apr, 2005 Apr, 2005 N/A N/A N/A
& warranties Level
Legal opinion of Complete Operations Apr, 2005 Apr, 2005 N/A N/A N/A
Concessionaires Level
authority
Shifting of Complete Operations Jun, 2006 Jun, 2006 N/A N/A N/A
utilities Level
Financial closure Complete Supervisory Jan, 2006 Jun, 2006 Financial N/A N/A
Level risks
Statutory Complete Operations Jun, 2006 Jun, 2006 N/A N/A N/A
approvals Level
/clearances
Drawings Complete Operations Jun, 2006 Jun, 2006 N/A N/A N/A
/designs Level
Asset handover Not started Operations Jun, 2026 Jun, 2026 N/A N/A N/A
Level

D. Status of Action Plan finalized in previous periods report

Action point Status Responsible Original Actual Reason for Plan of Support
(Illustrative) (Illustrative) person / team completion completion delay (if action to needed for
(Illustrative) date date / any) complete Supervisory
(Illustrative) Target date (Illustrative) activity Level /
Making
Level (if
any)
(Illustrative)
Escalation Completed Decision Jan, 2008 Jan, 2008 N/A N/A N/A
of Making Level
environment
issue
1.1.2. Performance reporting

Apart from Service Performance, regular performance reporting must also include reports on
financial health of SPV, risk levels, payment reports and observations of the independent
engineer / safety consultant
1. Service Performance report must be prepared as illustrated in section on Key
Performance Indicators
2. Receipt & Payment mechanism and escrow account operations A periodic receipt -
payment report must be generated including the following details:
Date Receipt / Amount Adjustments Adjustment Responsible Further
(Illustrative) Payment (Illustrative) (Illustrative) amount person / team action
description (Illustrative) (Illustrative) required (if
(Illustrative) any)
(Illustrative
)
May, 2014 Premium INR 20 N/A NIL Operations N/A

crores Level
June, 2014 Annuity INR 35 Penalties for INR 5 crores Operations N/A
crores service Level
suspension
3. Independent Engineers / Safety Consultants observations Based on a review of the

Independent Engineers or Safety Consultants report, key observations or remarks raised
by them which calls for attention from the headquarters must be forwarded by Operations
Level to the headquarters at respective higher levels.

1.1.3. Other Reporting

1. Issues or disputes identified Specific issues or disputes that arise in the contract which
cannot be resolved at Operations Level must be forwarded to Supervisory Level.
Additionally, issues or disputes that are settled at the Operations Level itself but are
significant enough to merit Supervisory Levels attention must also be reported.
2. Contract Management concerns While planning for contract administration or while
undertaking an ongoing review of the contract, the Operations Level team may identify
concerns which may cause potential time or cost overruns in the future. Such concerns, to
the extent identified in advance, must also be reported at Supervisory Level appropriately.
1.2. Supervisory Level to Decision Making Level Reporting

The objective of Supervisory Level to Decision Making Level reporting is to appraise Decision
Making Level of key issues/ challenges in contract administration and of activities that require
their approval and/ or intervention. Supervisory Level to Decision Making Level reporting also
consists of Status reports, Performance reports and other reports. These reports must be
submitted at-least on a quarterly basis. Decision Making Level members must then meet each
quarter to review the submissions from Supervisory Level and take appropriate action on the
same. In case of emergency, the status/ performance must be reported not later than 3 days
from the date of its occurrence for immediate action and approvals. The following sections
provide templates for generation of the stated reports and illustrations to complete the
templates. These templates must be suitably modified as per respective Concession
Agreements and project specifications.
1.2.1. Status Reporting
A. Project Status and approvals required

Stage Sub-stage Decision Making Deadline for Remarks (Illustrative)
(Illustrative) (Illustrative) Level Approvals approval
required at this (Illustrative)
stage
(Illustrative)
Development Environmental N/A N/A Decision Making Level

clearances intervention required
with Ministry
Construction Commencement N/A N/A Not commenced

of construction pending environmental
clearance
1. Additional support required from Decision Making Level for Operations Level and
Supervisory Level tasks Reports should also list type of support required from Decision
Making Level, apart from approvals identified above, for completing responsibilities of
Operations Level and Supervisory Level.

1.2.1.1. Performance Reporting

1. Concessionaire non-performance Non-performance on the part of the concessionaire,
as identified by KPI reporting, which may cause significant cost or time overruns in the
project must be reported. The following is a template to be completed from the KPI report
submitted by Operations Level to Supervisory Level.
KPI (Illustrative) Threshold Actual Reason for Action plan to Responsible
(Illustrative) variance non- control person /
(Illustrative) performance performance team
(Illustrative) (Illustrative) (Illustrative)
Average number 5 7 Use of inferior Re-lay defective Operations

of defects per km quality material patches Level
for few patches
2. Additional concerns Based on other performance tracking, payment issues (if

applicable), key observations of the independent engineer or safety consultant must be
reported to Decision Making Level. The following is a template for the same.
Concern Reason for concern Action plan to control Responsible
(Illustrative) (Illustrative) performance person / team
(Illustrative) (Illustrative)
Use of Independent engineers report Use of alternative material Operations

defective highlights defective road suppliers to source better Level
material patches quality material
1.2.2. Other Reporting

Issues or disputes identified Specific issues or disputes that arise in the contract which cannot
be resolved at Supervisory Level must be communicated to Decision Making Level immediately.
Additionally, issues or disputes that are settled at the Operations Level or Supervisory Level
itself but are significant enough to merit Decision Making Levels attention must also be
reported.
2. Escalation in Cases of Default

In case any of the parties do not fulfil the requirement of Concession Agreement, the same
needs to be escalated at the appropriate level within the Authority. The escalation is required in
the following conditions:
(a) Default at the end of the Concessionaire or the other parties such as Independent
Engineer, Safety Consultant, Escrow Agent, Senior Lenders etc.
(b) Default within the Authority
For both these scenarios, the escalation mechanisms are defined as follows:

2.1. Escalation in case of default by concessionaire or other parties:

Initiator / Designated official Report to Time line for
action
Operations Level - General Supervisory Level - Supervisory Within 5 days of
Manager (Tech) Level- Headquarter Officer (T) with default
copy to Decision Making Level -
Member (T) for guidance
Operations Level - Project Supervisory Level - Regional Officer Within 5 days of
Director with copy to Member (T) for guidance default
Supervisory Level - Chief Decision Making Level - Member (F) Within 5 days of
General Manager (F) with copy to Chairman default
2.2. Escalation in case of default within the Authority:

Initiator / Designated official Action to be taken Time line for
action
Operations Level - General Supervisory Level- Headquarter Within 5 days of
Manager (Tech) Officer (T) to take the necessary default
action to expedite the work / activities
and report to the Decision Making
Level - Member (T)
Operations Level - Project Supervisory Level, Field Officer to Within 5 days of
Director take the necessary action to expedite default
the work / activities and report to the
Decision Making Level - Member (T)
Supervisory Level - Chief Decision Making Level Member (F) Within 5 days of
General Manager (F) to take the necessary action to default
expedite the work / activities and
report to the Chairman
It should be noted that at each level of Authority, escalation should be done within the timeline
so that the next level of Authority gets sufficient time to review and take appropriate action on
the same or escalate it to higher level. In case, the issues are not resolved even at the Decision
Making Level Authority, they maybe escalated further up to the PPP PRU as an exception and
undergo dispute resolution procedure. A detailed framework on dispute resolution is provided in
the next chapter.

X. Managing Issues & Disputes

It has often been observed there are mismatches between the expectations of the Authority and
the Concessionaire and other related parties which lead to issues and disputes arising time and
again which stall the project progress and may lead to unending delays in the project execution
causing great inconvenience to the users and damaging the Authoritys and the Governments
reputation. Hence, timely resolution of any dispute is imperative to ensure that user interests are
protected always and Authority is able to achieve the project milestones in time. This chapter
talks about how a well- defined Dispute Resolution Mechanism can be devised by the Highway
Authorities for effective tracking and resolution techniques.
1. Managing Issues
The private party must maintain an issues register on a regular basis to identify and track all
service delivery issues that arise and the manner in which they are dealt with. The Government
Authority is responsible for regular review of the register to ensure that issues are addressed
and closed within a reasonable amount of time. The Authority must also provide necessary
support to the private party to do so. Operations Level Authority must review the issues register
on a monthly basis. Major Service delivery issues must be reported to and reviewed by the
Supervisory level and Decision Making Level officers within the Authority. A review report must
be maintained by the Operations Level officers to record each of their reviews. A report template
is shown hereunder.
Review date Reviewed Major issues Action taken on Status of Issues to be
(Illustrative) by during the period the issues issues escalated
(Illustrative) (Illustrative) (Illustrative) (Illustrative) (Illustrative)
Mar, 2014 Operations Potholes on a Both issues Not pending N/A

Level portion of road addressed and
2 Toll booths not closed within 10
operational days
June, 2014 Operations Portion of road Not resolved till Pending To be escalated to
Level caved in date traffic being L2
diverted causing
significant jams
2. Dispute Resolution Mechanism as per MCA

Designing a comprehensive dispute resolution mechanism is an uphill task which requires
keeping in mind that the interests of all stakeholders are served in the best possible manner and
an amicable timely solution is also achieved. The Authority officials should focus on designing
the mechanism in a manner such that prior to resorting to any legal action, disputes are solved
through mediation or conciliation & closed well in time. It is a common observation that disputes
pending in courts take much more time for resolution compared to the ones solved through
discussions between the parties. Also, as the intensity of dispute increases, the relationships
between the stakeholders are also damaged & long term negative effects can be seen.
As per the provisions of the Concession Agreements / contracts, the settlement of disputes is to
be undertaken through conciliation methods first that involve the Independent Engineer,

followed by Dispute Resolution Board (DRB) / Dispute Resolution Expert (DRE) mechanism and
finally by Arbitral Tribunals (ATs) as per the Arbitration and Conciliation Act, 1996. Hence,
keeping in mind all this, a step by step approach to Dispute resolution has been clearly defined
in the Model Concession Agreement (MCA).
Also, the awards of ATs are often challenged before the Courts of Law and the delays in
settlement of claims result into huge financial liabilities on the Authority. Thus, recognizing the
need for improving the dispute resolution mechanism, the National Highway Authority of India
(NHAI) has developed a settlement process in the form of Independent Settlement Advisory
Committee (ISAC) that has the following three steps:
Independent Settlement Advisory Committee (ISAC)

i) Initial negotiation carried out by a Committee of 3 Supervisory Level- Headquarter
Officers nominated by the Chairman. Subsequently, the matter is placed before an
ISAC consisting of a retired High Court Judge and 2 other Members having sufficient
experience in administration / finance and technical field.
ii) The ISAC can agree with the 3 Supervisory Level- Headquarter Officers Committee or
if need be, can call the Concessionaire / contractor for clarifications / negotiations.
iii) The recommendations of the ISAC to be placed before the NHAI Board for approval. If
no negotiable settlement is arrived, the matter shall continue to be pursued legally as
per contract.
While the National Authority has already undertaken this encouraging step, the state level
authorities also need to take cue from this and develop similar processes for effective and faster
dispute resolution mechanisms.
3. Dispute Resolution Tracker for effective management

Along with this, a Dispute Resolution Tracker should also be maintained to track all disputes
and ensure that they are resolved as soon as possible. An indicative template for Dispute
Resolution Tracker is presented below which must be modified as per the Authoritys
requirements:
Dispute Background Possible Responsible Dispute Deadlines Trigger to
(Illustrative) of dispute consequence(I person / team resolution (Illustrative) Escalate dispute
(Illustrative) llustrative) (Illustrative) procedure to next level
adopted (Illustrative)
(Illustrative)
Change in Lack of Delay in Operations Inter-party xxx Dispute not

scope robust construction Level discussions resolved within 3
requiring technical and increase in inter-party
additional studies project cost meetings
structures

Dispute Background Possible Responsible Dispute Deadlines Trigger to

(Illustrative) of dispute consequence(I person / team resolution (Illustrative) Escalate dispute
(Illustrative) llustrative) (Illustrative) procedure to next level
adopted (Illustrative)
(Illustrative)
Need to redo Inability to Delay in Operations Mediation xxx Dispute not

drawings acquire construction Level resolved within 5
certain and increase in mediation
portion of project cost meetings
land

XI. Risk Management

There are many risks a road or highway concession might be prone to during the project lifecycle such as delays in land acquisition,
change of scope, risks pertaining to lower traffic than expected etc. Such risks if not mitigated and controlled in a timely manner, may
take a grave form or occur very frequently and becomes reasons for disputes as observed often. Hence, risk management forms a
critical activity from the contract management perspective and needs special attention by the Authority officials. The Authority needs
to develop a comprehensive risk management plan for the project so that proactive as well as active management of risks is done on
regular basis. This chapter lists all major risks for a highway project and provides mitigation & monitoring practices for highway PPP
concessions. This must be modified as per the requirements of the project and Authority.
1. Risk Mitigation & Monitoring

Risk management is a complex process and post identification of the risks it is necessary that they are actively monitored and
mitigated. While, risk mitigation involves assessing the likelihood and consequences of each risk and strategizing alternatives to
mitigate the same, risk monitoring requires tracking each risk from time-to-time and readying an action plan in case the risk
materializes. Thus while risk mitigation is the art of proactive management of risks, risk monitoring actively manages and controls the
existing risks to keeping their values under the threshold.
Hence, for effective risk management, a risk register in the following format should be designed where for all types of risks, their
likelihood and their impacts and assessed by the responsible Authority officials and mitigation and control strategies are designed for
the same. It must be noted that, in case a particular official in unable to control a materialized risk, the same should be
communicated to the next official higher in the Authority.
Category Risk Threshold Likelihood Impact Responsibl Frequency Mitigation strategy Action plan in
e Authority of case risk
monitoring materializes
Contractu Site risk Over [2]% Medium Time & cost Operations Fortnightly Detailed investigative Plan alternative
ally of site area overruns Level- Field studies through expert sites and begin
allocated is affected Officer technical consultants at acquisition at
risks the pre-award stage the earliest
Land Over [2]% High Time & cost Operations Monthly Detailed title searches and Escalate issue,
acquisitio cost overruns Level- Field investigation of land evaluate and
n risk escalation, Officer/ records at the pre-award execute

or delay CALA stage alternatives
over 3
Greater public involvement
months
and transparency in
procedures
Statutory Delay over Medium Time overruns Supervisory Fortnightly Advanced planning and Escalate issue
clearanc 1 month Level- better coordination and seek higher
es risk Supervisory between Government authority support
Level, Field entities
Officer
Environm Delay over High Time & cost Supervisory Fortnightly Detailed studies into site Cost-benefit
ental 1 month overruns Level- contamination at the pre- analysis of
risks Supervisory award stage, regular alternative sites,
Risk premium
Level, Field environment audits evaluate option
quoted by
Officer of bearing
Concessionaire
additional costs
Traffic 2.5% of High Fall in revenues Operations Monthly Allocating risk to private Increase
risk projected Level- party through Toll concession
traffic Operations contracts as opposed to period, provide
Level- Annuity contracts alternative
Headquarter revenue streams
Developing alternative
Officer
revenue sources
(Technical)
Residual Design Deviation Low Time overruns Operations Fortnightly Stricter inspections by Claim damages,
risks and from Level- independent engineer, evaluate
Fall in service
Engineeri design and Operations performance guarantees, changing
or safety
ng risk safety Level- provisions for penalties Concessionaire

standards standards Headquarter
by over 5% Officer
(Technical)
Construc delay over Medium Time overruns Operations Monthly Stricter inspections by Claim damages,
tion risk 1 month Level- Field independent engineer, evaluate
Fall in service
Officer performance guarantees, changing
or safety
provisions for penalties & Concessionaire
standards
liquidated damages
Operatio delay over Medium Time overruns Operations Monthly Stricter inspections by Claim damages,
n & 1 month or Level- Field independent engineer, evaluate
Fall in service
Maintena deviation Officer performance guarantees, changing
or safety
nce risk from safety provisions for penalties & Concessionaire
standards
standards liquidated damages
by over 5%
Financial Different High Restructuring, Supervisory Monthly Higher eligibility Claim damages,
risk for each refinancing, Level- requirements at the time of evaluate
key ratio renegotiation, Headquarter bidding, financial changing
termination Officer (F) covenants, collaterals, Concessionaire
guarantees
Hedging through financial
products
Concessi Change in High Restructuring, Supervisory Monthly Higher eligibility Evaluate
onaire personnel renegotiation, Level- requirements at the time of changing
Manageri with termination Headquarter bidding, lock-in Concessionaire
al risk substantial Officer (T) requirements for a certain
decision time period

making
authority
Take Delay Medium Time overruns, Supervisory Monthly Robust processes, Train / replace
back risk beyond penalties Level- competent contract contract
pre-fixed Headquarter management team and management
Response Officer (T) strict adherence to team personnel
Timelines timelines
by x days
(varies
depending
on type of
delay)
Contract Change Different Medium Time & cost Operations Quarterly Detailed market studies at Minimize impact
variations in scope for each overruns Level- the pre-award stage through
risks factor Headquarter through expert consultants transparency
Restructuring,
Officer and detailed
renegotiation,
(Technical) planning
termination
Change Potential High Time & cost Operations Quarterly Increasing awareness of Minimize impact
in law or impact of overruns, Level- possible changes and through
policy over 5% revenue Headquarter planning ahead for transparency
cost reduction Officer responding to changes, if and detailed
escalation, (Technical) they occur planning
Additional
over 5%
approvals
reduction
required
in revenue
or delay
over 1

month
Unidentifi Force N/A High Multiple Supervisory Quarterly Insurance Minimize impact
ed or Majeure (depending on Level- through
Having disaster recovery
unresolve type of event) Headquarter transparency
and business continuity
d risks Officer (T) and detailed
plans in place
planning
Social Substantial Medium Time & cost Operations Monthly Wider public Deeper
risks ly negative overruns Level- communications, greater engagement
user Headquarter transparency, more user with public and
Restructuring,
perception Officer surveys at the community
renegotiation,
(Technical) development stage interest groups
termination
Risk identification, mitigation and monitoring practices will vary from project-to-project. Depending on how the Concession
Agreement allocates risk between parties and the nature of the project. Hence, the above register must be updated to reflect project
specific needs.

XII. Handling Rare Events

As described in the last chapter, there are many risks a project faces pertaining to change in
policy, force majeure events such as natural calamities which are unexpected and untimely or
premature terminations of project due to unforeseen circumstances. Such events occur rarely,
but when they do, they leave a huge impact on the project leaving the progress stalled for a long
period and causing huge inconvenience to all stakeholders. This chapter describes all major
rare events and how the Authority should manage them to limit the losses out of them.

activities:
1.1. Change in Law:

Since highway concessions are generally long term in nature ranging from 15- 20 years, there
may be situations when a legal amendment or new law is passed after the signing of the
contract which might have an impact on the project progress. In such a scenario, the impact of
the change in law observed is calculated on the project and the residual payment is made by
either the Authority or the Concessionaire to the other one to compensate for it. If the Authority/
Concessionaire, do not wish to provide monetary compensation, a reduction/ extension in
concession period may be calculated which will lead to the same Net Present Value (NPV) of
the project as was at the time of signing the contract. Some of the key activities undertaken by
Operation Level (HQ) in this regard are provided below:
To issue a notice to the Concessionaire regarding Change in Law, if any

To review the request submitted by the Concessionaire regarding Change in Law
To arrange a meeting with Concessionaire for mutually agreed arrangement.
To send all related documents to the Financial/ Legal Consultant for review & comments
and also to estimate the variation in NPV as per the provision of Concession Agreement.
To process the payment to the Concessionaire against Change in Law as per the provision
of the Concession Agreement, if any.
To send a notice to the Concessionaire for recovery of payment against Change in Law as
per the provision of the Concession Agreement, if any
stakeholder / party, timelines and reporting and escalations, refer part 1.i in Annexure - J.

1.1.1. Change in Law Checklist:

A checklist to ensure that the all the required steps are done by the Authority to nullify the
change in law effect has been provided in part 4 in Annexure K
1.1.2. Change in Law Toolkit

An excel toolkit to calculate the effect of change in law is also provided in the part 2 in
Annexure L.
1.2. Force Majeure

An extraordinary event or circumstance which is beyond the control of either of the parties is
referred to as Force Majeure events. Events such as wars, riots, or natural calamities like
earthquake, floods, hurricane etc. are beyond the control of either party. Such unavoidable
accidents, impact the project under consideration and ability of the parties to meet their
obligation under the contract. Some of the key activities undertaken by Operation Level (HQ) in
this regard are provided below:
To issue a notice to the Concessionaire to report occurrence of Force Majeure, if any

To assess the impact on Concession period and allocation of cost upon occurrence of Force
Majeure event
To process for the required adjustment in the Concession Period or any other timeline, as
required.
If Force Majeure is for more than 365 days, Operation Level (HQ) may issue a notice to the
Concessionaire for termination.
In case Concessionaire issues a notice for termination, Operation Level (HQ) may make a
representation on behalf of the Authority to the Concessionaire in this regard.
stakeholder / party, timelines and reporting and escalations, refer part 1.ii in Annexure- J,
Handling Rare Events.
1.2.1. Force Majeure Checklist

A checklist to ensure that the all the required steps are done by the Authority to nullify the Force
Majeure effect has been provided in part 6 in Annexure K.
1.3. Compensation for Breach of Agreement:

In endeavor to enforce the clauses of the agreement and implement the contract effectively,
both the signing parties of the contract i.e. concessionaire and authority are bound to
compensate for any breach as per the contract terms. Compensation to be paid would be
arrived at post evaluation of default and corresponding raise of demand from the affected party.

Some of the key activities undertaken by Operation Level (HQ) in this regard are provided
below:
To review the documents submitted by Concessionaire with respect to the breach of

Agreement.
Process for the compensation against the breach of the Agreement
To raise compensation demand for material default, supported by necessary particulars.
stakeholder / party, timelines and reporting and escalations, refer part 1.iii in Annexure- J,
1.4. Assignment & Charge Creation Requests:

Concession agreement signed by the Concessionaire and the Authority, entitle the
Concessionaire to assign or subcontract work in selected instances only. If the Concessionaire
wants to assign or hire a sub-contractor for tasks not mentioned in the concession agreement,
approval from authority is required and requests for the same need to be created. Some of the
key activities undertaken by Operation Level (HQ) in this regard are provided below:
To review the request submitted by Concessionaire and may decline the consent without
assigning any reason, if required
Process to assign and/ or transfer any of its rights and benefits and/or obligations under this
Agreement
stakeholder/ party, timelines and reporting and escalations, refer part 1.iv. in Annexure- J,
1.5. Indemnity Claims:

During the tenure of the concession agreement, various claims could arise due to interaction
with numerous stakeholders as part of the project. In lieu to settle the arising claims, consent of
both parties to settle arising claims is required whereby a defined process to be followed.
Disputes arising in the process are to be settled as per the framework defined in the concession
agreement. Some of the key activities undertaken by Operation Level (HQ) in this regard are
provided below:
In case receives a claim or demand from a third party in respect of which it is entitled to the
benefit of an indemnity, Operation Level (HQ) would notify to the Concessionaire.
To process the payment against claim or demand after approval from the Concessionaire

In case the Authority, any notice from the Concessionaire regarding claim or demand from
a third party in respect of which it is entitled to the benefit of an indemnity, the Operation
Level (HQ) would review such claims or demands.
stakeholder / party, timelines and reporting and escalations, refer part 1.v. in Annexure- J,
1.6. Suspension of Concessionaires Rights:

In case of Concessionaires default, the Authority may suspend all rights of the Concessionaire
and will collect all fees and revenues on behalf of the Concessionaire. Some of the key activities
Issue an notice to the Concessionaire for Suspension of Rights

To suspend the all rights of the Concessionaire and process to exercise such rights by
Authority or authorise any other person to exercise or perform the same on behalf of the
Authority as per the provision of the Concession Agreement during suspension.
To process to revoke the suspension as per the provision of the Concession Agreement.
Upon occurrence of a Concessionaire Default, Operation Level (HQ) to inform lender about
intention to issue termination notice
In case of substitution, to suspend all the rights of the Concessionaire and undertake the
operation and maintenance of the Project Highway as per the provision of the Concession
Agreement.
In case substitution does not occurs within the specified period, Operation Level (HQ) may
process for termination of the Concession Agreement
stakeholder / party, timelines and reporting and escalations, refer part 1.vi. in Annexure- J,
1.7. Termination:
In case of Concessionaires default, the Authority may suspend all rights of the Concessionaire
and will collect all fees and revenues on behalf of the Concessionaire. Some of the key activities
undertaken by Operation Level (HQ) in this regard is provided below:
To inform the Concessionaire about Authoritys intention to issue Termination Notice and
request the Concessionaire to make a representation within a specified time.

To inform the Lenders representative about Authoritys intention to issue Termination Notice
and request the Senior Lenders to make a representation within a specified time.
After receiving the Representation from Concessionaire and the Lenders representative, to
take the adequate action as per the provision of the Concession Agreement.
To issue a termination notice, upon occurrence of Concessionaire default.
In case of the Authority default and after receiving an intimation of termination notice from
Concessionaire, Operation Level (HQ) would make representation to the Concessionaire.
To process for the termination payment, in case of termination.
After termination of the Project, Operation Level (HQ) would start the process to take
possession and control of the Project Highway and all materials and plants about the site as
per the provision of the Concession Agreement.
stakeholder / party, timelines and reporting and escalations, refer part 1.vii. in Annexure- J,
1.7.1. Termination Checklist:

Termination effect has been provided in part 7 in Annexure K.
1.7.2. Termination Toolkit:

An excel toolkit to calculate the effect of Termination is also provided in the part 2 in Annexure
L.

In the process of managing the Rare Events, the Operation Level (field) would be responsible
for following key activities:
2.1. Change of Scope

A Change of Scope event occurs when a change is proposed in the scope of activities to be
undertaken as a part of the project is proposed by the Authority or the Concessionaire that could
not be estimated at the time of contract signing. In such a scenario, the payments for the
additional/ reduced scope of work are made by either the Authority or Concessionaire to the
other one. Some of the key activities undertaken by Operation Level (field) in this regard are
provided below:

2.1.1. Change of Scope- Proposed by Authority

To Issue a notice to the Concessionaire to consider Change of Scope, if Authority felt
necessary.
To issue a notice to the Concessionaire specifying in reasonable detail the works and
services contemplated thereunder
To convey preferred option to the Concessionaire and make efforts to agree upon the time
and costs for implementation thereof with assistance of the Independent Engineer.
To execute the Change of Scope Agreement with the Concessionaire
To issue an order requiring the Concessionaire to proceed with the performance thereof.
stakeholder / party, timelines and reporting and escalations, refer part 2.i.1 in Annexure- J,
2.1.2. Change of Scope- Proposed by Concessionaire

May accept the Change of Scope suggested by the Concessionaire or suggest the
modification or inform the Concessionaire in writing of its reasons for not accepting Change
of Scope.
In case the Authority accepts the Change of Scope, Operation Level (field) would issue a
notice to the Concessionaire specifying in reasonable detail the works and services
contemplated thereunder.
To convey preferred option to the Concessionaire and make efforts to agree upon the time
and costs for implementation thereof with assistance of the Independent Engineer.
To execute the Change of Scope Agreement with the Concessionaire
To issue an order requiring the Concessionaire to proceed with the performance thereof.
2.1.3. Payment for Change of Scope

To start the process to make the advance payment to the Concessionaire as per the
provision of the Concession Agreement.
To process for the disbursement of bill as per the provision of the Concession Agreement

2.1.4. Change of Scope Checklist

change in scope effect has been provided in part 3, Annexure K.
3. Activities undertaken by Supervisory Level (finance):

In the process of managing the Rare Events, the Supervisory Level (finance) would be
responsible for following key activities:
3.1. Financial Restructuring & Novation Requests:

At the time of financial closure, equity and debt holders are defined by the Concessionaire to the
Authority, post which any changes in the financial structure should be communicated to the
authority. Change in financial structure like change in equity stakes of the members who are
part of the SPV or debt refinancing leading to change in bank extending credit and amount of
debt raised should be in line with the clauses as specified in the concession agreement. If any
changes beyond the scope defined in the agreement are to be made, requests for the same
need to be put to the Authority by the Concessionaire. Some of the key activities undertaken by
Supervisory Level (finance) in this regard are provided below:
To send all Legal document (as submitted by Successful Bidder) to the legal/ financial
Consultant for review & comment.
After receiving the opinion from legal/financial consultant, Authority to communicate the
same to the Successful Bidder
To issue a letter to the Concessionaire and approved the documents subject to the
incorporation of comments in the documents
Report to the decision making level (finance) within one day of default, if any
For detailed activities to be undertaken by Supervisory Level (field) including their

corresponding stakeholder / party, timelines and reporting and escalations, refer part 3.i in
Annexure- J, Handling Rare Events.
3.1.1. Financial Restructuring Checklist:

financial restructuring effect has been provided in part 1, Annexure K.

3.2. Equity Transfer:

Some of the key activities undertaken by Supervisory Level (finance) in this regard are provided
below:
To send all Legal document (as submitted by Successful Bidder) to the legal/ financial
Consultant for review & comment.
After receiving the opinion from legal/financial consultant, Authority to communicate the
same to the Successful Bidder
To issue a letter to the Concessionaire and approved the documents subject to the
incorporation of comments in the documents
default, if any
For detailed activities to be undertaken by Supervisory Level (field) including their

corresponding stakeholder / party, timelines and reporting and escalations, refer part 3.ii. in
3.2.1. Equity Transfer Checklist:

A checklist to ensure that the all the required steps are done by the Authority to nullify the equity
transfer effect has been provided in part 2, Annexure K.

corresponding stakeholder / party, timelines and reporting and escalations, refer sections 1, i, ii,
iii, iv., v. vi & vii, in Annexure- J, Handling Rare Events.

activities:


Escalate the issues within 5 days of default, if any

corresponding stakeholder / party, timelines and reporting and escalations, refer sections parts
3, i & ii in Annexure- J, Handling Rare Events.

Supervisory Level (Technical)
To review all the files/documents forwarded by Supervisory Level (Technical).
corresponding stakeholder / party, timelines and reporting and escalations, refer sections parts
3, i & ii in Annexure- J, Handling Rare Events.

XIII. Other Important Activities for Post- Award Contract

Management
Knowledge Management and Information Dissemination form an important of managing all
documented assets of the project which can be used for future reference. This chapter
highlights the provisions to be made by the Authority for sound Knowledge Management and
Information Dissemination practice.
1. Identification of Training Requirements

The Contract Management team at each level (Operations Level, Supervisory Level and
Decision Making Level) needs to be provided appropriate training to ensure they execute their
roles with necessary efficiency and effectiveness. it must include a general overview on contract
management, trained in general project management skills, specific aspects of contract
management as well as nuances of particular industry sectors that they operate in. The table
below provides a list of training courses by level.
Type Course Contents Level Freque Pedago Procu
ncy gy reme
nt
Gene Fundame What is Contract Management Operations Level, One- Lecture / Intern
ral ntals of Overview of Contract Supervisory time E- al
Contract Management Guidelines Level, Decision learning
managem Key issues in Contract Making Level
ent Management
Policy / Guidance for Contract
Management
Project General overview of Project Operations Level, One- Team Intern
managem Management Supervisory time projects al
ent Project Management tools Level
and techniques
Commerci Understanding of PPP Operations Level, One- Lecture / Intern
al and contract Supervisory time E- al
financial Commercial aspects of PPP Level, Decision learning
skills for contracts Making Level
PPPs Financial modeling
Value-for-money assessment
Public sector comparator
Negotiatio General Negotiation skills Operations Level, One- Case Exter
n skills Supervisory time studies / nal
Level, Decision Team
Making Level projects

Type Course Contents Level Freque Pedago Procu

ncy gy reme
nt
Tech Developin Overview of contents of Operations Level, One- Case Exter
nical g Contract various plans Supervisory time studies / nal
Managem How to prepare the plans Level Team
ent Plans How to update plans projects
Performa Information collection and Operations Level, One- Case Exter
nce analysis Supervisory time studies / nal
Monitorin Helpdesk systems Level Team
g KPI generation and reporting projects
Regular reporting and review
Knowledge Management
Risk Risk identification Operations Level, One- Case Exter
Managem Risk mitigation Supervisory time studies/ nal
ent Risk monitoring Level Projects
Relations Type of Stakeholders Operations Level, One- Case Intern
hip involved Supervisory time studies / al
Managem Partnership protocols Level, Decision Team
ent & Issue Management & Making Level projects
Dispute Escalation procedure
Resolutio Dispute resolution
n
Change Types of changes/ Operations Level, One- Case Intern
Managem contingencies Supervisory time studies / al
ent & Planning for management of Level, Decision Team
Contingen changes and contingencies Making Level projects
cy
Planning
Secto Issues Sector specific issues / risks Operations Level, Bi- Seminar Exter
r- specific to / concerns Supervisory annual nal
speci a Sector updates Level, Decision
fic particular International sector updates Making Level
sector
Depending upon the skill level of resources on the team, the contract manager must decide who
should undergo which training module. Also, certain projects may have added complexity or
nuances which may call for additional training courses. The Contract Management Plan must
ensure that every person on the contract management team undergoes the courses mandatory
for his/her level. A control process to ensure this must be in place.
Apart from identifying type of courses, the contract manager must also finalize the training
method (pedagogy). Alternatives can be case studies, team projects, lectures, e-learning or

seminars. Also, the source of training must be decided that is whether an internal resource will
impart the training or whether an externally procured trainer shall do so.
2. Establishing regular review forums for relationship management

To ensure a close and cordial relationship between the Government Authority, Concessionaire
and other related parties, a formal forum structure must be established at all three levels (to
match the Authoritys institutional structure) and meetings must be conducted regularly to gain
regular updates on project progress as well as discuss ideas and issues pertaining to the project
execution. The constitution of each level, roles and responsibilities, and meeting frequencies
must be fixed in advance. An illustration of such a formal forum structure is given below.
Level Autho Purpose Constitution Responsibilities Meeting
rity frequen
cy
Opera Project Day-to-day 1. Authority Contract Ensure close coordination Weekly
tions Operat coordinatio Manager (Operations between Authority and
Level ions n with Level- Field Officer) Concessionaire
Level concession 2. Authority Assistant Discuss and close issues
Forum aire (Operations Level) and small disputes that
3. Independent Engineer arise from time-to-time
4. Concessionaire Contract
Manager
5. Concessionaire Assistant
Super Project Middle 1. Authority Senior Manager To discuss and resolve Month
visory Superv manageme (Supervisory Level) issues that arise from ly
Level isory nt 2. Authority Contract review of reports by
Level coordinatio Manager (Operations Authority at Supervisory
Forum n with Level) Level
concession 3. Concessionaire Senior Forum for Concessionaire
aire Manager to voice opinion & discuss
4. Concessionaire Contract any concerns relating to
Manager the contract
Plan for contract
administration
Decisi Decisi Ensure 1. Authority Director To voice strategic Quart
on on close (Decision Making Level) concerns that the Authority erly
Makin Makin strategic 2. Authority Contract or Concessionaire may
g g relationshi Manager (Operations have regarding the
Level Level p with Level) contract
Forum concession 3. Concessionaire Director To discuss and resolve
aire 4. Concessionaire Contract issues which have
Manager substantial impact on the
contract

Through these forums it can be ensured that the relationship between the Authority & the
Concessionaire is well maintained and issues, if any are first resolved amicably rather than
resorting to formal resolution procedures. As per the project requirements, representatives from
highway users can also be included in these forums to seek their opinions on project & solve
their grievances, if any.
3. Knowledge Management Plan

As mentioned in the Guidelines, a comprehensive knowledge management and information
dissemination plan should be developed as part of increasing efficiency and effectiveness of
contract management system. Knowledge management and information dissemination will
include:
Public disclosures
Online and other IT systems for knowledge management
Knowledge Management Policy
4. Public disclosures
The authority should mandate the private party involved maintaining a database of important
documents available for access to the general public and other stakeholders involved thereby
targeting to increase seamless flow of information and transparency. Back-up copies of
documents and resources accessible should be maintained enabling multiple accesses to
resources and ensuring sturdiness of database. Those documents that must be included in the
category of Specified Documents include:
Concession Agreement
Maintenance Manual
Maintenance Program
Maintenance Requirement
Safety Guidelines
Implementation of a knowledge management system by the private party involved in the
agreement would assist the Authority in meeting its own accountability requirements and build a
robust transparent system.
To protect interest of the Authority and the private party, access to critical documents should be
limited and thereby not disclosed as part of the knowledge system. Such documents are termed
as Protected Documents. Access to such documents should be routed through a channel
developed whereby request to access is monitored and evaluated by the key stakeholders
involved in that particular project only. Also, it should be ensured that withholding such
documents is in line with the Right to Information Act, 2005. To release any such document on
conditional basis, approval must be sought from the Decision Making Level Authority.

5. Online and other IT systems for knowledge management

Technology can be leveraged to a great extent these days to manage all documents. Some of
the key applications which must be a part of the knowledge management system within and
outside the Authority are:
Within the Authority:
I. Performance Review System- The system should display all KPIs and their current
status with respect to a Concessionaires performance in a particular project. Also, it
should be able to generate reports and send the data on fortnightly, monthly and
quarterly basis to Operations Level, Supervisory Level and Decision Making Level levels
within the Authority where exceptions in KPIs may be highlighted. The access to this
system should be at all levels.
II. Monthly Management Information system- It should capture all transactions related to
a project on daily basis and generates a report regularly for the review of the Authority
officials. This is of major use to the Operations Level and Supervisory Level level field
officials on regular basis and for Headquarter level officials to review it.
III. File Tracking System (FTS) FTS must record physical file movement in Head Quarter
and to some extent in Regional Offices also. This system should be accessible by all
officials.
Between Authority and other stakeholders:
I. Computerized Project Information System (CPIS) CPIS is a computerized system
to manage and monitor status of Highway Projects and provide an online and real time
monitoring facility of report generation for the on-going projects using web based portal
of the Authority, if any. The data required to generate these reports is has to be entered
online by the respective Project Implementation Units.
II. Road Information System (RIS) Road Information System (RIS) is an application
having data of highway corridors with features of graphical viewing through GIS
technology. The application provides the information through different modules on
various parameters such as location details of above corridors, wayside amenities,
bridge location and details, corridor environment related information, toll plaza location
details. Over the GIS interface additional thematic and raster maps are available. This is
of special help to Operations Level Authority officials.
III. Toll Information System (TIS) - This application should have a list of all the toll plazas
in the country on the internet. An electronic Toll Information system, will allow highway
users to get information about all the toll plazas they will have to cross on a particular
road trip in the country. A particular toll plaza can be searched using the name or
location.
IV. PPP Project Information System (PPP PIS): This system should include all information
about current and part PPP Projects, their progress, reports from the Independent
Engineer and other stakeholders on the project health. It should provide complete
information on a project through project specific websites with a section on those

projects, which have defaulted many times and have created major inconvenience to
users.
Other tools like Public Private Partnership (PPP) Monitoring Tool & Correspondence
Management System must also be developed where constant projects monitoring can be done.
After the entire knowledge has been retrieved, stored and uploaded in a structured manner, it
should be updated at regular intervals so that all the decisions are taken up with latest
information on current health of the progress of a project.
6. Knowledge Management Policy

It is essential that all knowledge which is generated in form of communications and documents
generated for internal use are preserved in a coherent manner within the Authority. Also, how
the flow of information happens within the Authority is also a critical part of Information
Dissemination Plan. At all three levels, Operations Level, Supervisory Level & Decision Making
Level, information flow should be in accordance with the requirements and mapped to the roles
and responsibilities of the officials at that level.
A policy on reviewing all the applications and systems developed as a part of the plan, and
escalation within the Authority should be set. This policy should include:
All protocols within the authority Levels
All compliance requirements to be met in documentation such as following IFRS
accounting principles
Training and user manuals as appendix to assist users in operation of these systems
This policy should be created by the Contract Manager after consultation with all stakeholders
and their respective need and requirement.
Along with all this, a Knowledge Management Register also needs to be maintained where all
key details regarding all knowledge databases and systems
Sl. Knowledge Data Brief description on Authorities with Contact Person in
No Source/ Application usability access to it case of issues faced
7. List of registers and reports

The following is a list of registers and reports to be maintained for Contract Management. These
registers / reports must be maintained by the Operations Level team and forwarded to
Supervisory Level and Decision Making Level officials as required.
Register / Report Coverage
KPI report KPIs for each stakeholder

Register / Report Coverage
Service Performance register Indicators for Service level obligations of the

concessionaire
Status report on Project Stage Project stage and sub-stage
Status report on Activities which are Status of fulfilment of Authoritys obligations

Authoritys responsibility
Status report on Activities which are Status of fulfilment of Concessionaires obligations

Concessionaires responsibility
Status report on action plan finalized in Status of previous periods action plan
previous periods report
Risk register Identify and monitor risks
Issue tracker Track service delivery issues
Dispute tracker Track status of resolving disputes
Ongoing review register Track changes / updates
Complaints register Track public grievances and related action taken
The following registers and reports must be maintained by the Concessionaire and submitted to
the Authority from time-to-time. These registers / reports should be reviewed by the appropriate
person at the Authority and necessary action must be taken on the same.
Register / Contents Frequency of Submitted to Action plan of
Report submission Authority
Issue register List service Monthly Operations Identify major
delivery issues Level issues, update
and action taken Issue tracker and
to resolve them escalate issues, if
necessary
Complaints Track public Monthly Operations Identify major
register grievances and Level complaints and
related action escalate if
taken necessary

Annexures
A. Template for Contract Management Plan

Activity Detailed activates Primary Reporting Timelines Escalation on
assigned Responsibility Authority Default
Stage wise Contract Management Activities
a) Development Stage- Signing of

concession Agreement
Performance Management
a) Concessionaire KPIs
Rare Event Management
a) Handling variations
b) Change in Law
c) Liquidated Damages
Handling Issues & Disputes
Dispute Management

B. Procedure for Development of Contract Management Plan

Step 1: Need Assessment for Contract Management
The focus of any contract management plan lies in solving the issues faced by the Authority and other stakeholders currently. Thus,
a need assessment is essential for effective problem identification and resolution. This approach follows the first principle school of
thought, focusing on firstly identifying what is the need that the contact management plan would fulfill or in other words, why do the
stakeholders need a contract management plan. The contract management plan would then be developed focusing on the needs of
the stakeholders to give the best experience possible.
Step 2: As- is analysis of Contract management practices

The first part of drafting a contract management plan is to undertake an analysis of best contract management practices followed in
the organization and outside. This helps the Authority to identify innovative solutions and best SOPs that can be leveraged to help in
the PPP project.
Key focus should be on similar PPP projects sector wise in developing countries, due to strong similarities in the issues being faced.
A thorough analysis needs to be done including but not limited to document review, management interviews, site visit and others.
Step 3: Draft the plan

The development of an effective contract management strategy must be carefully planned. The contract manager can begin the
planning process by asking the following questions:
What contract management tools and processes may be required for the project? Manager should list the tools and
processes relevant to the particular project.
What human, financial and technology resources are available? The available resources may dictate the form taken
by contract management tools and processes.
What time constraints should be set for the development of the contract management tools and processes? The
time constraints should be matched to both the available resources and the expected project delivery dates and
milestones.

Step 4: Develop and implement contract management tools and processes

After obtaining appropriate resources, and collecting and analyzing relevant information, project manager should proceed to develop
and implement the necessary contract management tools and processes. The processes and tools developed and implemented for
contract management purposes should be collated in a Contract management plan. The Contract management plan and the
performance reports produced over the life of the contract are key documents for the project. Few contract management tools
include:
More details on each one of them can be found in their respective chapters.
Step 5: Establish a system of ongoing contract management & review

In establishing a system of ongoing contract management and review, the project manager relies on the same tools and processes
that have been identified earlier. The project manager should also establish a culture of ongoing contract management which
includes the systematic review of the contract management strategy and tools and processes during the lifecycle of the project.
Senior management needs to
Risk Register support the culture of effective
contract management in the
KPI Templates
relevant government entity.
Issues management review report
As part of establishing an effective
Dispute Resolution Tracker
contract management culture,
Tool to analyze effect of Traffic variations contract manager and its team
Tool to analyze effect of Termination should have undertaken training
Tool to analyze effect of Change in Law that provides skills and
competencies in the contract
management of PPP projects

C. Template for Ongoing Review Plan

Category Type of Change Description of change Action plan (Illustrative) Responsible
(Illustrative) (Illustrative) person / team for
tracking and
executing change
(Illustrative)
Contract Contract Key personnel leaving the Plan to recruit internally / Operations Level,
Management Management Team organization externally, train and onboard Supervisory Level,
arrangements the new resource Decision Making
Level (as applicable)
Management team of Change in key contract Update risk register, onboard Operations Level,
Concessionaire management personnel of new personnel in the Supervisory Level,
the Concessionaire partnership structure Decision Making
Level (as applicable)
Performance Service level Need to operate fewer toll Revise service performance Operations Level
obligations obligations plazas due to reduction in register to reflect changed
traffic threshold level
Project risks New insurance New products to transfer Evaluate insurance product Operations Level
products risks and update risk mitigation
strategy
New financial market Possibility to hedge interest Evaluate options and update Operations Level
products rate or currency risks / risk mitigation strategy
possibility to refinance
Rare events Competing facility Potential diversion of traffic Revise Performance KPIs for Operations Level,
due to competing facility Concessionaire, Update risk Supervisory Level
register

D. Contract Management Activities in Development Period

1. Activities to be undertaken by Operations Level - HQ Officer
i. Execution of Concession Agreement

S. No. Activities Responsibilities / Action Points
Action Timeline
a) Concession Step 1: The Authority to accept the LOA acceptance letter from the Successful Within 7 days of
Agreement Bidder. issuance of LOA
Signing
Step 2: The Authority may send reminder letter to the Successful Bidder in case Within 15 days of
the Successful Bidder does not submit the LOA acceptance letter to the Authority. issuance of LOA
Step 3: The Authority to accept the LOA acceptance letter from the Successful Within 7 days of receipt
Bidder after the reminder. of reminder letter from
Authority
Step 4: The Bid Security shall be forfeited and appropriated by the Authority as Within 7 days of
mutually agreed genuine pre-estimated compensation and damages payable to the issuance of reminder
Authority for, inter alia, time, cost and effort of the Authority without prejudice to any letter
other right or remedy that may be available to the Authority hereunder or otherwise
in case the Selected Bidder, fails to sign and return the duplicate copy of LOA within
the specified time limit.
Step 5: The Authority to review & approve the submitted draft documents for Within 15 days of
incorporation of an SPV under the Companies Act 1956 (or as per amended acceptance of LOA
versions of the Act) by the Successful Bidder, after submission of the LOA
acceptance letter.
Step 6: The Authority to send all Legal documents (as submitted by Successful Within 7 days of receipt


Action Timeline
Bidder) to the legal/ financial Consultant for review & comments. of such documents
After receiving the opinion from legal/financial consultant, Authority to communicate
the same to the Successful Bidder
Step 7: The Authority to suggest required changes in SPV incorporation documents Within 7 days of receipt
and further review & approve the revised documents submitted by the Successful of such comments
bidder.
Step 8: The Authority to send all revised documents (as submitted by Successful Within 7 days of receipt
Bidder) to the Legal/ Financial Consultant for further review & comments. of such documents
After receiving the opinion from legal/financial consultant, Authority to issue an
approval letter to the Successful Bidder for Incorporation of SPV.
Step 9: The Authority to review and approve the following documents for Within 7 days of receipt
incorporation of SPV under the Companies Act, 1956(or as per amended versions of approval of
of the Act) and Successful bidder to form the SPV: Incorporation of SPV
Board Resolution / Power of Attorney in favour of one of the Director of SPV to
execute the Concession Agreement.
Legal opinion and request to the Authority to accept the Concessionaire as the
entity which shall undertake and perform the obligations and exercise the rights
of the selected bidder/ Consortium under the LOA.
Step 10: The Authority to send all documents (as submitted by the Concessionaire) Within 7 days of receipt
to the legal/ financial Consultant for review & comments. of such documents
After receiving the opinion from legal/financial consultant, Authority to issue a letter
to the Concessionaire and agree to enter in to Concession Agreement with the
Concessionaire


Action Timeline
Step 11: The Authority to accept Concessionaires mutual consent of signing the Within 7 days of receipt
Concession Agreement of such request
Step 12: The Authority to iissue Concession Agreement Signing Date after Within 7 days of receipt
receiving consensus from the Concessionaire. of such consent from
Concessionaire
Step 13: The Authority & Concessionaire to execute the Concession Agreement. Within 45 days of
Issuance of LOA
ii. Submission of Performance Security

Action Timeline
a) Submission Step 1: The Authority to accept the Performance Security in form of Bank Within 90 days of
of Guarantee (BG) from the Concessionaire signing of Concession
Performance Agreement or on an
Security earlier day acceptable
to Authority
Step: 2: The Authority to verify the Bank Guarantee from the respective Bank and Within 7 days of
issue an acknowledgement to the Concessionaire subsequent to its verification. receipts of such
document
b) Submission Step 1: The Authority to encash the Bid Security and appropriate the proceeds Within 7 days from 180
of thereof as damages in case the Performance Security is not provided by the of Signing of CA
Performance Concessionaire within 180 days of signing of CA.
Security
Step 2: Agreement shall be deemed to have been terminated by mutual Within 7 days from 180


Action Timeline
agreement of the Authority & Concessionaire. of Signing of CA
iii. Written Consent from the Authority

Action Timeline
a) Written Step 1: The Authority to provide written consent to the Concessionaire for
Consent from making any amendments in the Financing Agreements.
the Authority
Step 2: The Authority to review the proposal submitted by the Concessionaire Within 7 days of
and communicate the comments, if any. Authority shall not unreasonably receiving of such
withhold its consent for restructuring or rescheduling of the Debt Due. request
iv. Covenant
Action Timeline
a) Covenant Step 1: The Authority to be provided by the Concessionaire provisions in each of Within 90 Days of
the Project Agreement, that entitle the Authority to step into such agreement, in Transfer Date
its sole discretion, in substitution of the Concessionaire in the event of
Termination or Suspension (the Covenant).
In the event of Termination or Suspension, the Authority has right of substitution /
step into Agreement within 90 days from Transfer Date. Authority to evaluate the
project with respect to the substitution and implement the right of substitution.

v. Maintenance of Project Highway

Action Timeline
a) Maintenance (a) The Authority to maintain the Project Highway as compared to its condition 7 Within 7 days of
of Project days prior to the bid submission date. (OR) receiving of such
Highway request
(b) Pay to the Concessionaire the cost and expense, as determined by the
vi. Appointment of Safety Consultant

Action Timeline
a) Appointment The Authority to appoint one or more Safety Consultant within 90 days of Within 90 days of
of Safety signing of Agreement signing of Concession
Consultant Agreement
The Authority to invite proposals from various agencies through tendering
process and finalise the Safety Consultant based on technical and financial
criteria.
2. Activities to be undertaken by Operations Level- Field Officer
i. Condition Precedent (Authority)

i.1. Condition Precedent (Authority) Handing over of ROW
S. Activities Responsibilities / Action Points
No.
Action Timeline


No.
Action Timeline
a) Handing Step 1: Upon receipt of notice from the Concessionaire, Authority to make sure the Within 180 days of
over of availability of at least 80% Right of Way (ROW) within 30-60 days from issuance of signing of CA
ROW Notice from Concessionaire or within 180 days of signing of Concession Agreement.
Coordination with Competent Authority of Land Acquisition (CALA), Revenue
Department (State) etc.
i.2. Condition Precedent (Authority) Approval of general arrangement drawings (GAD)

Action Timeline
a) Approval of Step 1: a) Upon receipt of notice from Concessionaire, Authority to procure Within 30-60 days from
general approval of the Railway authorities in the form of a general arrangement drawing issuance of Notice from
arrangement to construct road over bridges / under bridges at level crossings on the Project Concessionaire
drawings Highway within 30-60 days from issuance of Notice from Concessionaire
(GAD)
b) The Authority may by notice extend, for up to an aggregate of 6 months for
approval of Over-bridges and applicable permit relating to environmental
protection
c) The Authority to send the request to the Railway Authority for GAD approval
i.3. Condition Precedent (Authority) Environmental Clearance

No.
Responsible Party Timeline


No.
Responsible Party Timeline
a) Environmental Step 1: Upon receipt of notice from Concessionaire, Authority to procure all Within 30-60 days from
Clearance Applicable Permits relating to environmental protection and conservation of the issuance of Notice from
Site within 30-60 days from issuance of Notice from Concessionaire or Authority Concessionaire
may by notice extend, for up to an aggregate of 6 (six) months.
(b) The Authority to send the request to the competent authority for
environmental clearance approval
i.4. Condition Precedent (Authority) Utilities Shifting

No.
Action Timeline
a) Environmental Step 1: Upon receipt of notice from Concessionaire for utility shifting, Authority to Within 7 days of request
Clearance make the arrangement for Utility Shifting. received from
Concessionaire
The Authority to ask for the financial quotation for utility shifting.
To seek necessary financial approvals:
If the sanctioned value is less the limit assigned to the RO/ field office, the
same is approved by RO/ field office.
However, if the sanctioned value is more than the limit assigned to the
RO/ field office the same is approved by Head Quarter.
ii. Utilities, Associated Roads and Trees

No.
Action Timeline


No.
Action Timeline
a) Existing Step 1: Authority shall, upon written request from the Concessionaire, initiate and Within 30 days of
utilities undertake at the Concessionaires cost, legal proceedings for acquisition of any right of receiving of such request
and roads way necessary for diversion. The Concessionaire to ensure that the respective entities
owning the existing roads, right of way or utilities on, under or above the Site are
enabled by it to keep such utilities in continuous satisfactory use, if necessary, by
providing suitable temporary or permanent diversions with the authority of the
controlling body of that road, right of way or utility.
b) Shifting of Step 2: The Authority or the respective owning entity to bear the cost of utility shifting Within 7 days of
obstructing which causes an adverse effect on the construction, operation or maintenance of the receiving of such
utilities Project Highway. The shifting to be undertaken by the Concessionaire and in case of documents
delay, the Concessionaire shall be excused for failure to perform.
c) New Step 1: The Authority to direct the Concessionaire, if required, to connect the adjoining
utilities road to the Project Highway and the connecting portion falling within the Site.
and roads
d) New Step 1: The Concessionaire to connect any adjoining service station, hotel, motel or
utilities any other public facility or amenity to the Project Highway, upon advance payment of
and roads the cost by the beneficiary entity as assessed by Independent Engineer
e) Felling of Step 1: The Authority to assist the Concessionaire in obtaining the Applicable Permits Within 30 days of
Trees and bear the cost for felling of trees if these cause material adverse effect on receiving of such request
construction, operation or maintenance of the Project Highway.
In the event of any delay in felling of trees for reasons beyond the control of the
Concessionaire, it shall be excused for failure to perform any of its obligations
hereunder if such failure is a direct consequence of delay in the felling of trees.

iii. Obligations relating to Project Agreements

Action Timeline
a) Obligations Step 1: The Authority to undertake review and provide its comments, if any within Within 15 days of the
relating to 15 days of the receipt of the drafts of all Project Agreements, to the receipt of the drafts of
Project Concessionaire. all Project Agreements.
Agreements
Step 2: Within 7 days of execution of any Project Agreement or amendment Within 7 days of
thereto, the Authority to receive from the Concessionaire a true copy thereof, duly execution of any
attested by the Director of the Concessionaire, for its record. Project Agreement or
amendment thereto
3. Activities to be undertaken by the Supervisory Level- Finance Officer
i. Damage for delay by the Authority

Action Timeline
a) Damage for Step 1: Upon receipt of notice from Concessionaire for damage for delay, on Within 7 days of
delay by the account of Authoritys failure to meet any of the Conditions Precedent within the request received from
Authority specified timelines, the Authority to pay 0.1% of Performance Security for each Concessionaire
day of delay until fulfillment of all such Conditions Precedent, subject to a
maximum of 20% of the Performance Security to the Concessionaire as
damages. Provided; the delay should not have occurred as a result of breach of
this Agreement by the Concessionaire or due to Force Majeure.
Authority to review the request received from the Concessionaire and negotiate
with the Concessionaire

ii. Condition Precedent (Concessionaire)

ii.1 Escrow & Substitution
No.
Action Timeline
a) Escrow & Step 1: Authority to review and approve the draft version of Escrow & NA
Substitution Substitution Agreement submitted to the Authority by the Concessionaire
Agreement
Step 2: Authority to send Escrow & Substitution Agreement to the legal/ Financial Within 7 days of receipt
Consultant for review & comments. of such document
After receiving the opinion from legal/financial consultant, Authority to
communicate the same to the Concessionaire
Step 3: Authority to suggest required changes in the Escrow & Substitution
Agreement to the Concessionaire and further review & approve the revised
Escrow & Substitution Agreement.
Step 4: Authority to send revised Escrow & Substitution Agreement to the legal/
financial Consultant for further review & comments.
After receiving the opinion from legal/financial consultant, Authority to issue a
letter to the Concessionaire and agree to execute the Escrow & Substitution
Agreement
Step 5: Authority to sign the Escrow & Substitution Agreement submitted by the
Concessionaire.


No.
Action Timeline
b) Applicable Step 1:Authority to review the supporting documents submitted by Within 7 days of receipt
Permits Concessionaire with respect to the following Applicable permits and subsequently of such document
issue an acknowledgement letter to the Concessionaire:
Concessionaire to procure all Applicable Permits. The Applicable Permits
includes:
a. Permission of the State Government for extraction of boulders from quarry
b. Permission of Village Panchayat and Pollution Control Board for installation of
crushers
c. Licence for use of explosives
d. Permission of the State Government for drawing water from river/reservoir
e. Licence from Inspector of factories or other competent authority for setting up
Batching Plant
f. Clearance of Pollution Control Board for setting up Batching Plant
g. Clearance of Village Panchayats and Pollution Control Board for Asphalt Plant
h. Permission of Village Panchayat and State Government for borrow earth
i. Permission of State Government for cutting of trees and
j. Any other permits or clearances required under Applicable Laws.


No.
Action Timeline
c) Representation Step 1: Within 7 days of
& Warranties receipts of such
Authority to review the following representations and warranties submitted by
document
Concessionaire and subsequently issue an acknowledgement letter to the
Concessionaire:
(a) The selected bidder/ Consortium Members, together with its/ their Associates,
shall hold not less than 51% (fifty-one per cent) of its issued and paid up
Equity as on the date of this Agreement; and that no member of the
Consortium whose technical and financial capacity was evaluated for the
purposes of pre-qualification and short-listing in response to the Request for
Qualification shall hold less than 26% (twenty six per cent) of such Equity
during the Construction Period and two years thereafter
(b) The selected bidder/ Consortium Members and its/their Associates shall have
the financial standing and resources to fund the required Equity and to raise
the debt necessary for undertaking and implementing the Project in
accordance with this Agreement
The selected bidder/ each Consortium Member shall be duly organised and
validly existing under the laws of the jurisdiction of its incorporation, and shall
have requested the Authority to enter into this Agreement with the
Concessionaire pursuant to the Letter of Award, and shall unconditionally accept
the terms and conditions set forth in this Agreement.
ii.2 Financial Closure

Action Timeline
a) Financial Step 1: Authority to accept three copies of Financing Agreement along with 3 NA


Action Timeline
Closure true copies of the Financial Package and Financial Model (in MS Excel version or
any substitute thereof, which is acceptable to the Senior Lenders) submitted by
the Concessionaire within 180 days of Concession Agreement signing date or
before Appointed Date. All documents should be duly attested by a Director of
the Concessionaire. Concessionaire to execute the Financing Agreement also.
Step 2: Authority to send all Financing Agreement to the legal/ financial Within 7 days of
Consultant for review & comments. receipts of such
document
After receiving the opinion from legal/financial consultant, Authority to
communicate the same to the Concessionaire
Step 3: Authority to further review and approve the revised Financing Within 7 days of
Agreements subsequent to its submission by the Concessionaire after receipts of such
incorporating all changes suggested by the Authority. comments
Step 4: Authority to send revised Financing Agreement to the legal/ financial Within 7 days of
Consultant for further review & comments. receipts of such
document
After receiving the opinion from legal/financial consultant, Authority to issue a
letter to the Concessionaire and declare the Financial Closure, if the terms and
condition of Financing Agreement are acceptable to the Authority.
In case the changes are not appropriate, the Authority to seek further changes
and repeat the above process.


Action Timeline
b) Delay in Step 1: On account of delay in Financial closure, Authority to issue notice for Within 7 days from 180
Financial damage claim to the Concessionaire. and receive payment at the rate of 0.1% of of Signing of CA
Closure the Performance Security for each day of delay up to a further period of 120
days.
(OR)
Or for a further period not exceeding 200 days, subject to receipt of payment of
Damages for delay by the Concessionaire
Step 2: Termination of the Concession Agreement by mutual agreement of the Within 7 days from 180
Authority & the Concessionaire in the event of non-occurrence of Financial Close of Signing of CA
within the specified or extended timelines.
Step 3: Upon Termination due to failure to achieve Financial Close, the Authority Within 7 days from 180
to encash the Bid Security and appropriate the proceeds thereof as Damages of Signing of CA
(a) If the Bid Security has been substituted by the Performance Security, the
Authority shall be entitled to encash therefrom an amount equivalent to the
Bid Security.
If Financial Close has not occurred solely as a result of the Authority being in
default of any of its obligations, upon Termination, the Bid Security along with the
Damages due and payable shall be return to the Concessionaire
iii. Condition Precedent

No.
Action Timeline
a) Condition Step 1: Authority to receive written updates from the Concessionaire at least


No.
Action Timeline
Precedent - once a month about the status / progress of the Conditions Precedent entitled to Once in a month
Status/ the Concessionaire.
Progress of
Step 2: Authority to inform/ notify in writing to the Concessionaire at least once a
Condition
month on the status / progress of the Conditions Precedent entitled to the
Precedent
Authority.
b) Condition Step 1: Authority to Within 7 days of
Precedent - receiving of such
(a) Get all Condition Precedent documents verified from Legal / Financial
Concessionaire documents
Consultant
(b) Declare the Appointed Date
(c) If All Condition Precedent are not fulfilled within specified timelines then
penalty would be charged from the Concessionaire
(d) Penalty payment would be appropriated from performance Security within 30
days.
Concessionaire to meet all Conditions Precedent (as specified in the Concession
Period) within 180 days from the date of signing of the Concession Agreement or
any time decided by both parties.
c) Appropriation Step 1: Authority to encash and appropriate relevant amount from the Within 7 days from 180
of Performance Performance Security upon Concessionaires default or failure to meet Conditions of Signing of
Security Precedent. The Authority to appropriate 0.2% of the Performance Security for each Concession Agreement
day of delay until fulfillment of all such Conditions Precedent, subject to a
maximum of 20% of the Performance Security. Provided; the delay should have
not occurred as a result of failure to fulfill the obligations specified in this
Agreement by the Authority, or due to Force Majeure.
Step 2: In case the Concessionaire does not cure its default within Cure Period of Within 7 days of expiry


No.
Action Timeline
90 days, the Authority to encash and appropriate such Performance Security as of cure period
Damages, and to terminate the Agreement.
4. Activities undertaken by the Supervisory Level (HQ) Technical Officer

Action Timeline
a) Monthly Step 1: Relevant Authority officer to review and provide inputs on the monthly Within 1 day in case of
status reports status reports received from immediate subordinate officer (Operations Level any default
& review of Field Officer in this case) of the all ongoing projects and all files/ documents
documents pertaining to it. Authority officer to report and escalate exceptions to their
immediate supervisor (Decision Making Level- Technical Officer).
Escalation:
In case of any default, the issue to be escalated within 1 day of default by the officer.

Action Timeline
a) Monthly Step 1: Authority to review and provide inputs on the monthly status reports of 1 day of default
status reports the all ongoing projects and all files/ documents pertaining to it. Reporting &
& review of escalation to be done to the immediate supervisor (Decision Making Level-
documents Technical Officer) within 1 day of default.

Escalation:
6. Activities undertaken by Decision making Level (Technical)

Action Timeline
a) Monthly Step 1: Authority to review and provide inputs on the monthly status reports of Within 5 days of default
status reports the all ongoing projects and all files/ documents pertaining to it. Reporting &
& review of escalation to be done to the immediate supervisor (Board/ Chairman) as and
documents when required.
Escalation:
In case of any default, the issue to be escalated to Board/ Chairman within 5 days of default by the officer.

Action Timeline
a) Monthly Step 1: Authority to review and provide inputs on the monthly status reports of all Within 5 days of default
status reports ongoing projects and all files/ documents pertaining to it. Reporting & escalation
& review of to be done to the immediate supervisor (Board/ Chairman) as and when required.
documents
Escalation:

E. Contract Management Activities in Construction Period

1. Activities to be undertaken by Operations Level- HQ Officer
i. Release of Performance Security
No. Action Timeline
a) Release of Step 1: Authority to release the Performance Security one year from Appointed Within 7 days of
Performance Date or earlier upon the Concessionaire expending at least 20% of TPC. The receiving of such
Security same shall be processed upon receipt of request from Concessionaire provided it request
is not in default of the Concession Agreement.
ii. Grant
No.
Action Timeline
a) Grant Step 2: Within 15 days of
receipt of such request
(a) Authority to scrutinize the request for equity support along with necessary
documents (subject to achievement of milestones as per Schedule 'G':
Project Completion Schedule by the Concessionaire) and release grant to
escrow account within 15 days of receiving the request from the
concessionaire.
(b) Equity Support is due and payable to the Concessionaire after expending the
Equity, and is disbursed proportionately along with the loan funds.
Subsequently the balance is disbursed by the Senior Lenders under the
Financing Agreements.


i. Right of Way
No.
Action Timeline
a) Handing over Step 1: In case the entire ROW has not been provided to the Concessionaire Within 90 days of
of ROW before the Appointed Date, Authority to ensure availability of 100% ROW within Appointed Date.
90 days of Appointed Date.
Step 2: In case the Authority does not hand over the ROW within 90 days of
Appointed Date for any reason other than Force Majeure or breach of this
Agreement by Concessionaire, the Authority has to pay the damages to the
Concessionaire. The damages are calculated at the rate of Rs. 50 (Rupees fifty)
per day for every 1,000 square meter or part thereof, commencing from the 91st
day of the Appointed Date and until such Right of Way is procured.
ii. Milestone
No.
Action Timeline
a) Milestone Step 1: The Authority to issue a notice to the Concessionaire to pay the Damage for Within 7 days of after
delay, in case the Concessionaire does not meet the milestone within specified 90 days of Schedule
timelines (Unless such failure has occurred due to Force Majeure or for reasons Milestone date
solely attributable to the Authority).
Step 2: Authority to receive payment for damages by the Concessionaire calculated
at the rate of 0.1% of the amount of Performance Security for delay of each day until
such Milestone is achieved.
Step 3: In case the project is not completed within 270 days from schedule Within 7 days of after
completion date the Authority shall be entitled to terminate this Agreement, unless the 270 days of Schedule
delay is on account of reasons solely attributable to the Authority or due to Force Completion date
Majeure.


No.
Action Timeline
b) Completion Step 1: Authority to receive payment for damages from the Concessionaire
of equivalent to 3% of the Average Daily Fee per day, if the Concessionaire fails to
Construction complete six laning on or before the Scheduled six laning Date. .
iii. Monitoring of Construction

No.
Action Timeline
a) Monthly Step 1: The Authority to receive monthly progress reports from the Concessionaire Within 7 days of the
Progress and the Independent Engineer. close of each month
Report during the Construction
period.
b) Inspection The Authority to receive monthly Inspection Report from the Independent Within 7 days of
Engineer specifying deficiencies in construction with respect to the Scope of the inspection
Project and Specifications and Standards.
c) Test Step 1: Independent Engineer to request the Concessionaire to carry out tests for
quality assurance in accordance with Good Industry Practice. The results of these
tests to be furnished to the Independent Engineer by the Concessionaire.
Step 2: The Independent Engineer to certify the cost incurred on the test.
Step 3: The Authority to reimburse to the Concessionaire one half of the costs Within 7 days of
incurred on such tests, and to the extent certified by the Independent Engineer as receiving of such
reasonable. request
Step 4: If tests establish any defects or deficiencies, the Independent Engineer
has to be furnished with a report on the remedial measures carried out by the
Concessionaire for the identified defects and deficiencies.
c) Delay During Step 1: The Independent Engineer to notify the Concessionaire, in case the
Construction / Concessionaire fails to achieve any of the Project Milestones or the Independent
Suspension Engineer reasonably determines that the rate of progress of Construction Works is


No.
Action Timeline
of unsafe such that the project is not likely to be achieved by the Scheduled Date.
Construction
Step 2: The Independent Engineer to be notified by the Concessionaire within 15
Works
days of such notice about the steps it proposes to take to expedite progress and
the period within which it will achieve the Project Completion Date.
Step 1: The Independent Engineer to recommend the Authority about the

suspension of the construction work if such works threatens the safety of users
and pedestrians.
Step 2: Authority by notice may require the Concessionaire to suspend forthwith Within 7 days of receipt
the whole or any part of the Construction Works based on the recommendation of such request from
from Independent Engineer Independent Engineer
Step 3: The Independent Engineer to be notified to inspect remedial measures
conducted by the Concessionaire to secure the safety of suspended works and the
Users.
Step 4: Independent Engineer to inspect such remedial measures forthwith and
make a report to the Authority recommending whether or not the suspension
hereunder may be revoked.
Step 5: Within 7 days of receipt
of such request from
(a) Upon receiving the recommendations of the Independent Engineer, the
Authority to either revoke such suspension or instruct the Concessionaire to
carry out such other and further remedial measures as may be necessary in the
reasonable opinion of the Authority.
(b) In case further remedial measures taken by Concessionaire are not reasonable
in the opinion of the Authority, Authority to repeat the above process until
Suspension is revoked.
Suspension Step 1: The Independent Engineer to determine the extension of date set forth in
of unsafe the project completion schedule (in case of suspension not attributable to
Construction Concessionaire) and subsequently notifies the same to the Authority.


No.
Action Timeline
Works Step 2: The Authority to extend the project completion schedule and increase the
Concession period based on recommendations of the Independent Engineer.
Video The Authority to receive a video recording from the Concessionaire every quarter,
Recording covering the status and progress of Construction Works. The first video should be
provided within 7 days from the Appointed Date and subsequently every quarter
within 15 days from the last date of each quarter.
iv. Completion Certificate

No.
Action Timeline
a) Test Step 1: The Independent Engineer to be notified by the Concessionaire of its intent Notification to be
to subject the Project Highway to Tests at least 30 days prior to the likely received at least 30
completion of the Project Highway. days prior to the likely
completion of the
Project Highway.
Step 2: Independent Engineer to determine the date and time of each of the Test in
consultation with the Concessionaire and notify the same to the Authority.
Step 3: Authority to designate it's representative to witness the test
Step 4:
(a) In case the Concessionaire and the Independent Engineer fails to mutually
agree on the date for conducting tests, the Independent Engineer to be notified
by the Concessionaire a date providing at least 10 days of prior notice to the
Independent Engineer.
(b) The Independent Engineer to be assisted by the Concessionaire for reasonably

conducting the Test


No.
Action Timeline
Step 5:
(a) Independent Engineer to conduct all Tests in accordance with Schedule I and
determine compliance of Project Highway with Specifications and standards.
(b) The Independent Engineer to direct the Concessionaire to remedy/rectify the

defects/deficiencies or suspend/delay such tests, in case the performance of
the Project Highway does not conform to required specifications and standards.
(c) After the completion of each Test Independent Engineer to provide the copy of
all Test data to the Concessionaire and the Authority.
b) Completion The Independent Engineer to issue a Completion Certificate to the Concessionaire

Certificate and the Authority, upon completion of Construction Works and successful tests.
c) Provisional The Independent Engineer to issue a Provisional Certificate if the tests are
Certificate successful and the Project can be safely commercially operationalized, though
certain works or things are outstanding and not yet complete.
d) Punch List Step 1: In case of incomplete/outstanding Items (Punch List) forming part thereof,
the provisional Certificate has to be jointly signed by Independent Engineer and
Concessionaire appending the list of outstanding items.
Step 2: In case the Concessionaire does not complete the Punch List Items within
90 days of the date of issue of the provisional certificate, the Independent Engineer
to determine the damages with respect to delay in the completion of Punch List
Items.
Step 3: Authority to recover damages from the Concessionaire on per day basis, at Within 7 days of expiry
lower of 0.1% of the Performance Security or 0.2% of the cost of completion of of date prescribed by
such items as estimated by the Independent Engineer for a period not extending Independent Engineer
120 days.
Step 4: Independent Engineer to issue the Completion Certificate upon completion
of Punch List Items.
Step 5: The Authority to terminate the agreement (except reasons due to Force Within 7 days of expiry


No.
Action Timeline
Majeure or attributable to the Authority) in case of failure to complete Punch list of date prescribed by
Items within 120 days of start of Payment of damages. Independent Engineer
e) Withholding of Step 1: Independent Engineer to send report to the Authority and the
Provisional Concessionaire, in case Independent Engineer determines that the Project
Certificate Highway or any part thereof does not conform to the provisions of the Agreement
Step 2: Upon receipt of report from the Independent Engineer and after conducting Within 7 days of receipt
its own inspection, the Authority to notify the Concessionaire regarding the defects of such notice issued
and deficiencies in the Project Highway and direct the Independent Engineer to by Independent
withhold issuance of the Provisional Certificate. Engineer
Step 3: The Independent Engineer to undertake test, subsequent to correction of
defects and deficiencies by the Concessionaire.
Step 4: If the Independent Engineer certifies to the Authority and the
Concessionaire that it is unable to issue the Completion Certificate or Provisional
Certificate, as the case may be, because of events or circumstances on account of
which the Tests could not be held or had to be suspended, the Concessionaire has
to re-schedule the Tests and hold the same as soon as reasonably practicable.
3. Activities to be undertaken by Independent Engineer

i. Construction of the Project Highway
No.
Action Timeline
a) Interrupt and Step 1: Prior approval of Independent Engineer to be obtained by the
Divert the flow Concessionaire before interrupting and diverting the flow of traffic on existing
of traffic lanes for the efficient progress of construction works.
Step 2: On Concessionaires request, Independent Engineer to approve the
interruption and diversion of the flow of traffic on existing lanes for efficient


No.
Action Timeline
progress of construction works. The interruption and diversion shall be conducted
at Concessionaires cost.
b) Drawings Step 2: Independent Engineer to review the drawings provided by the
Concessionaire and convey its observations within 15 days of submission.
Step 3: If the observations of the Independent Engineer indicates that the

Drawings are not in conformity with the Scope of the Project or the Specifications
and Standards, the Independent Engineer to be provided with the revised
drawings through resubmission by the Concessionaire.
Step 4: Independent Engineer to review the revised drawings and convey its Within 7 days of
observations to the Concessionaire. submission of the
drawings
Step 5: The Authority to review and provide comments on the drawings submitted
by the Concessionaire relating to alignment of the Project Highway, finished road
level, location and layout of the Toll Plaza and general arrangement drawings of
major bridges, flyovers and grade separators.
Step 6: Authority has the right but not the obligation to undertake such review and Within 30 days of
provide its comments, if any within 30 days of receipt of such drawings. receipt of such
drawings
c) Final Step 1: The Authority and Independent Engineer to be furnished by the

Drawings Concessionaire with a complete set of as-built Drawings within 90 days of Project
after completion date. The submission has to be made in 2 hard copies and in micro
completion of film form or in such other medium as may be acceptable to the Authority, reflecting
Construction the Project Highway as actually designed, engineered and constructed. These
drawings should include an as-built survey illustrating the layout of the Project
Highway and setback lines, if any, of the buildings and structures forming part of
Project Facilities.

4. Activities to be undertaken by the Supervisory Level (HQ) Technical Officer

Action Timeline
a) Monthly Step 1: Relevant Authority officer to review and provide inputs on the monthly Within 1 day of default
status reports status reports received from its immediate subordinates (Operations Level Field
& review of Officer in this case) of the all ongoing projects and all files/ documents pertaining
documents to it. Relevant Authority officer to report and escalate exceptions to its immediate
supervisor (Decision Making Level- Technical Officer).
Escalation:

Action Timeline
a) Monthly Step 1: Authority to review and provide inputs on the monthly status reports of all Within 1 day of
status reports ongoing projects and all files/ documents pertaining to it. Reporting to be done to default
& review of immediate relevant supervisor (Decision Making Level- Technical Officer).
documents
Escalation:

Action Timeline


Action Timeline
a) Monthly Step 1: Authority to review and provide inputs on the monthly status reports of all 5 days of default
status reports ongoing projects and all files/ documents pertaining to it. Reporting and
& review of escalation to be done to immediate relevant supervisor (Board/ Chairman) as and
documents when required.
Escalation:

F. Contract Management Activities in Operations & Maintenance Stage

1. Activities to be undertaken by Operation Level- HQ Officer
i. User Fee
S. Activities Responsibilities/ Action Points
No.
Action Timeline
a) Collection and Step 1: Within 7 days of receipt
appropriation of Fee of such request
(a) Authority to request MORTH to issue official fee notification for levy of
user fee.
(b) Fee Notification to be issued by MoRTH within 90 days of signing of

agreement.
ii. Revenue Shortfall Loan

Action Timeline
a) Revenue Shortfall Step 1: Authority to receive a request from the Concessionaire, for
Loan & Repayment Revenue Shortfall Loan along with the particulars thereof including a
detailed account of the Indirect Political Event, Political Event or the
Authority Default, as the case may be, and its impact on the collection of
Fee.
Step 2: If the Realizable Fee in any Accounting Year falls short of the Within 30 days of
Subsistence Revenue as a result of an Indirect Political Event, a Political receipt of such request
Event or an Authority Default, the Authority to provide a Revenue
Shortfall Loan at 2% above the Bank Rate within 30 days of receiving a
valid request from the Concessionaire
Step 3: Authority to receive from the Concessionaire, a sum Within 90 days of the
close of the accounting


Action Timeline
equivalent to 50% of the profit before tax, to be earmarked for year
repayment of the Revenue Shortfall Loan and interest.
b) Provisional Step 1: Authority to evaluate request for Provisional Revenue Shortfall Within 30 days of
Revenue Shortfall Loan by the Concessionaire and disburse the same within 30 days of receipt of such request
Loan and its receiving a valid request from the Concessionaire (along with the
particulars thereof including a detailed account of the Indirect Political
Repayment
Event, Political Event or the Authority Default, as the case may be, and
its impact on the collection of Fee).
iii. Effect of Variations in Traffic Growth

S.No. Activities Responsibilities / Action Points
Action Timeline
a) Effect of variations Step 1: To calculate actual average traffic, the Authority to undertake Within 15 days prior to
in traffic growth traffic sampling for a continuous period of 7 days at any time within 15 the following dates to
days prior to the following dates. calculate actual
average traffic.
(a) One year prior to the Target Date
(a) One year prior to
(b) On the Target Date the Target Date
(c) On the First anniversary of the Target Date (b) On the Target Date
(c) On the First

anniversary of the
Target Date
b) Modification in Step 1: The Authority to acknowledge the traffic numbers and agree for


Action Timeline
Concession Period determining the modification to the Concession Agreement
c) Augmentation of the Step 1:

Project Highway If the average daily traffic of PCUs exceeds the designed capacity
of the Project Highway in any accounting year, the Authority at its
discretion may source preparation of a DPR for augmenting the
capacity of the project highway such that its capacity have
increased sufficiently (for carrying the current traffic in accordance
with the corresponding provisions of the IRC -64, 1990 or any
substitute thereof).
The authority may thereafter, at their sole discretion, issue a
notice to the Concessionaire to undertake the augmentation of the
project highway as per the DPR.
On refusal or non- acceptance by the Concessionaire to
undertake such augmentation, either absolutely or
On such extension of concession period as assessed by
DPR (OR)
On failure of the Concessionaire to undertake such
augmentation on the due date intimated by the Authority
An Indirect Political Event shall be deemed to have occurred. The
Authority to terminate this Agreement by issuing a Termination
Notice and making a Termination Payment.

iii.1. Effect of Variations in Traffic Growth Toolkit

A toolkit for calculating the net effect of variation in traffic growth is provided in part 1, Annexure L.
iv. Construction of Additional Toll way

S. No. Activities Responsibilities/ Action Points

Action Timeline
a) Restriction on Step 1:
construction of
a) The Authority cannot construct or cause to be constructed, any
Additional Tollway expressway or other toll road on the project stretch for use by traffic at any
time before the [12th] anniversary of the Appointed Date.
b) In case, the Concession Period is reduced to 12 years, the Additional
Tollway may be opened to traffic at any time after the [8th] anniversary of
the Appointed Date.
c) In case of a breach, the Concessionaire will be entitled to receive

compensation from the Authority.
Step 2: In the event, the Authority or any government instrumentality is

constructing or causing construction of additional tollway, the Concessionaire
shall be entitled to an additional Concession Period equivalent to the period
between the opening of the Additional Tollway and the 12th/20th anniversary
as applicable.
b) Modification in the Step 1: If the Additional Tollway is proposed to be opened to traffic between
Concession the 8th and the 12th anniversary of the Appointed Date, the Authority will
Period require the Concessionaire not to undertake Six-Laning and to operate the
Four-Lane Project Highway for a Concession Period of 12 years. For this, the
Authority needs to send a notice to the Concessionaire before the 8th
anniversary of the Appointed Date. Upon delivery of such notice, the
Concession Period will become 12 years.
Step 2: If the Concession Period is reduced to 12 years and the Additional

Tollway is opened to traffic between the 8th and 12th anniversary of the


Action Timeline
Appointed Date, the Concessionaire will be entitled to an additional
Concession Period equivalent to the duration between the opening of the
Additional Tollway and the 12th anniversary.
If the Additional Tollway is opened to traffic between the 12th and 20th
anniversary of the Appointed Date, the Concessionaire will be entitled to an
additional Concession Period equivalent to the duration between the opening
of the Additional Tollway and the 20th anniversary.
c) Minimum Fee for Step 3: Upon commissioning of the Additional Tollway, the Concessionaire
the Project can continue to collect the Fee in the same form and manner as it was doing
Highway / prior to setting of the additional Tollway.
Minimum Fee for
Additional Tollway
Step 4: The Authority agrees that the fee to be levied and collected from any
vehicle or class of vehicles using the Additional Tollway shall at no time be
less than 25% higher than the Fee levied and collected from similar vehicles
using the Project Highway.
v. Insurance
Action Timeline
a) Notice to the Step 1: Authority to receive notice from the Concessionaire, with respect Within 45 days prior to
Authority to the insurances that it proposes to effect and maintain. commencement of the
Construction Period or
the Operation Period,


Action Timeline
Step 2: The Authority may require the Concessionaire to effect and Within 30 days of
maintain any other insurances as may be necessary. In the event of any receipt of
difference or disagreement relating to any such insurance, the Dispute Concessionaires notice
Resolution Procedure will apply.
b) Evidence of Step 3: Authority to receive notarized true copies of the certificate(s) of Within 15 days of
Insurance Cover / insurance, copies of insurance policies and premium payment receipts in obtaining any insurance
Remedy for failure respect of such insurance. No such insurance shall be cancelled, cover
to insure
modified, or allowed to expire or lapse until the expiration of at least 45
days after notice of such proposed cancellation, modification or non-
renewal has been delivered by the Concessionaire to the Authority.
Step 4: If the Concessionaire fails to effect and keep in force all

insurances for which it is responsible, the Authority has the option to
either keep in force such insurances, pay the premia and recover the
costs thereof from the Concessionaire, or in the event of computation of
Termination Payment, treat an amount equivalent to the Insurance Cover
as deemed to have been received by the Concessionaire.

i. Replacement of O&M Contractor
Action Timeline
a) Replacement of Step 1: Selection or replacement of an O&M Contractor and execution of
the O&M Contract shall be subject to the prior approval of the Authority from


Action Timeline
O&M Contractor national security and public interest perspective.

of such request
Authority to convey its decision expeditiously.
ii. Construction of Service Road

Action Timeline
a) Construction of Step 1: The Authority can at any time after the 8th anniversary of the
Service Lanes Appointed Date undertake at its cost, construction of service roads on the
Project Highway in accordance with the specifications and standards
applicable to other district roads (ODRs) in the State. These service roads
are to be maintained by the Concessionaire.
iii. Operation & Maintenance

S. No Activities Responsibilities/ Action Points
Action Timelines
a) Construction Independent Engineer to inspect the highway once a month and submit Within 7 days of
Inspection a construction Inspection Report to the Authority. inspection
b) Maintenance Step 1: The Authority to receive the proposed Maintenance Program on No later than 45 days
Program or before COD or no later than 45 days prior to beginning of each prior to beginning of
accounting year. each accounting year.


Action Timelines
Step 2: Independent Engineer to review the Maintenance Program and Within 15 days of
convey its comments to the Concessionaire with particular reference to receipt of the
its conformity with the Maintenance Requirements, Maintenance Manual Maintenance Program
and Safety Requirements.
c) Lane Closure Step 1: The Authority and the Independent Engineer to approve the
Approval Lane Closure which is to be requested by the Concessionaire.
Step 2: Independent Engineer to review the request of granting Within three days from
permission and if agreed, send copy of the permission to Authority within receiving request
three days of receiving the request.
Step 3:
(a) The Independent Engineer to approve the lane closure for

undertaking maintenance or repair works by the Concessionaire.
(b) The Authority to receive the damages by the Concessionaire for

delay in re-opening such lane at the rate of 0.1% of the Average
Daily Fee for every stretch of 250 meters for each day of delay until
the lane is reopened.
d) O&M Inspection - Step 1: The Authority or Independent Engineer to receive the progress Within 15 days of
Defects/ Deficiencies report on repair or rectification of deficiencies. Subsequently the receipt of the O&M
concessionaire should submit the updates through weekly progress Inspection report
report until the works are fully complete.
Step 2:
(a) Independent Engineer to review the report submitted by


Action Timelines
Concessionaire.
(b) Independent Engineer to estimate the damages in case the

Concessionaire fails to repair or rectify any deficiency in the
Maintenance Requirements.
Step 3: The Authority to receive damages (at higher of 0.5% of Average

Daily Fee or 0.1% of the cost of such repair as estimated by the
Independent Engineer) in case the Concessionaire fails to repair or
rectify any deficiency in the Maintenance Requirements.
e) Authoritys right to (a) The Authority to undertake remedial measures, if the Concessionaire Within 7 days of failure
take remedial fails to commence remedial works within 15 days of receipt of the of the Concessionaire
measures O&M Inspection Report. to meet the remedial
measures
(b) And such cost of undertaking remedial measures and an additional
sum equivalent to 20% of such cost (as damages) shall be directly
deducted from the Escrow Account as O&M expense and paid to the
Authority.
f) Overriding powers of Step 1: Authority to take over the performance of any or all the
the Authority obligations of the Concessionaire in the event of
(a) a national emergency, civil commotion or any other act related to

Indirect political event and/or
(b) If the Concessionaire fails to rectify or remove any hardship or

danger within a reasonable period


Action Timelines
g) Modification of Step 1: Independent Engineer to review the request of Modification Within 15 days of
Project Highway Approval and give its comments to Authority and Concessionaire. receiving proposal
h) Barriers and Authority to ensure no barriers or diversions are erected or placed Within 7 days of
diversions except during emergencies, National securities, law and order or completion of such
collection of interstate taxes. modification
iv. Safety Requirements

Action Timeline
a) Safety Step 1:
Requirements
(d) Authority & Safety Consultant to receive from Concessionaire
compiled Safety Data on quarterly basis.
(e) Authority to receive from the Concessionaire a detailed listing and

analysis of all accidents of the preceding Accounting Year and all the
measures taken by the Concessionaire on an annual basis.
Step 2: Authority to receive from Safety Consultant, Safety Audit report

within 1 month of completion of Safety Audit.
Step 3: Upon receipt of the report, Authority to forward one copy each to Within 7 days of receipt
the Independent Engineer and the Concessionaire of such documents
Step 4: Independent Engineer to review the same along with the Safety
Report and, by notice, direct the Concessionaire to carry out any or all
modifications required within 15 days of receipt of the comments.


Action Timeline
b) Expenditure on Step 1: Costs and expenses on works and services not covered are to be
Safety borne from the dedicated Safety Fund, owned and operated by the
Requirements Authority.
v. Monitoring of Operation & Maintenance

Action Timeline
a) Monthly Status Step 1: The Authority & Independent Engineer to receive from No later than 7 days
Report Concessionaire a monthly status report stating in reasonable detail the after the close of each
condition of the Project Highway including its compliance with the month.
Maintenance Requirements, Maintenance Manual, Maintenance
Programme and Safety Requirements no later than 7 days after the close
of each month.
Step 2: Independent Engineer to review the monthly status report Within 7 days of receipt
furnished by the Concessionaire and send its comments thereon to the of such request
Authority and the Concessionaire within 7 days of receipt of the report.
c) Inspection / Test Step 1:
(a) Independent Engineer to inspect the Project Highway at least once a
month and make report of such inspection stating in reasonable detail
the defects or deficiencies, if any, with particular reference to the
Maintenance Requirements, Manual, the Programme and Safety. The
Independent Engineer to send a copy of the same to the Authority
and the Concessionaire within 7 days of such inspection.
(b) Independent Engineer to direct the Concessionaire to carry out tests


Action Timeline
specified by it in accordance with Good Industry Practice.
Step 2: Authority to reimburse to the Concessionaire one half of the

costs incurred on such tests and to the extent certified by the
Independent Engineer as reasonable.
d) Remedial Measure Step 3:

(a) The Authority and Independent Engineer to receive,
repair/rectification report from the Concessionaire within 15 days of
Concessionaire receiving the O&M Inspection Report.
(b) In case the repair/rectification would take more than 15 days, the
Authority and Independent Engineer are entitled to receive the
progress reports once every week until such works are completed by
the Concessionaire in conformity with this Agreement.
Step 5: Independent Engineer to direct the Concessionaire to repeat the
procedure mentioned above until the Project Highway conforms to the
Maintenance Requirements.
Step 6: The Authority to recover Damages from the Concessionaire (at Within 7 days of such
the higher of 0.5% of Average Daily Fee or 0.1% of the cost of such default
repair as estimated by the Independent Engineer) in case remedial
measures are not completed by the Concessionaire in conformity with the
provisions of the Agreement.
e) Monthly Fee The Authority to receive from the Concessionaire a fee statement within 7
Statement days of completion of each month along with other information which the
Authority may reasonably require, at specified intervals.
f) Reports of Unusual (a) Prior to the close of each day, Authority and the Independent


Action Timeline
Occurrence Engineer to receive, by facsimile or e-mail, a report stating accidents
and unusual occurrences on the Project Highway relating to the
safety and security of the Users and Project Highway.
(b) A weekly and monthly summary of such reports shall also be sent
within three days of the closing of each week and month, as the case
may be.
vi. Traffic Regulation

Action Timeline
a) Traffic Regulation Authority to regulate traffic on the Project Highway in accordance with the
Applicable Laws, and subject to the supervision and control of the State
authorities or a substitute thereof empowered in this behalf under the
Applicable Laws.
b) Police Assistance Authority to assist the Concessionaire in procuring police assistance from Within 7 days of receipt
the State Police Department or a substitute thereof for regulating the use of such request
of Project Highway in accordance with the Applicable Laws and the
Agreement.
vii. Traffic Census and Sampling

Action Timeline
a) Traffic survey Step 1: Authority may require the Concessionaire to conduct, during Every Year
each year of the Concession Period, a detailed traffic survey (at its own


Action Timeline
cost) at such frequency and on such days as the Authority may specify,
provided that the cumulative period of such survey shall not exceed 14
days in a year.
Step 2: The Authority to be furnished a detailed report by the

Concessionaire within 15days of the completion of each survey.
b) Traffic sampling Step 1: The Authority to inspect the relevant records of the
Concessionaire, and may, at its own cost, undertake traffic sampling. The
sampling shall be conducted in the manner set forth in Schedule-O at
such frequency as it may deem appropriate, but in no case for less than a
continuous period of 7 days.
Step 2: The Authority shall be provided with all necessary assistance by
the Concessionaire required for such traffic sampling.
c) Computer systems Step 1: The Authority may specify protocol for Electronic Data
and network Interchange (the EDI) required for the purpose of installation, operation
and maintenance of the computer system.

Action Timeline
a) Monthly Step 1: Relevant Authority officer to review and provide inputs on the monthly 1day of default
status reports status reports received from its immediate subordinate (Operations Level Field
& review of Officer in this case) of the all ongoing projects and all files/ documents pertaining
documents to it. Authority to report and escalate to its immediate supervisor (Decision


Action Timeline
Making Level- Technical Officer) within 1 day in case of any default.
Escalation:

Action Timeline
a) Monthly Step 1: Authority to review and provide inputs on the monthly status reports of all 1day of default
status reports ongoing projects and all files/ documents pertaining to it. Reporting to be done to
& review of the immediate relevant supervisor (Decision Making Level- Technical Officer)
documents within 1 day.
In case of any default, the issue to be escalated.
Escalation:

Action Timeline
& review of the immediate relevant supervisor (Board/ Chairman) as and when required.
documents


Action Timeline
Escalation:

G. Contract Management Activities in Exit Stage

i. Divestment of Rights and Interest
Action Timeline
a) Divestment Step 2: Both parties, the Authority & the Concessionaire shall continue to Within 7 days of receipt
Requirements perform their obligations under this Agreement, notwithstanding the of such request
giving of any Termination Notice, until the Termination of this Agreement
becomes effective in accordance with its terms.
b) Inspection & cure Step 1: Not earlier than 90 days prior to Termination and no later than 15
days prior to the effective date of such Termination, Independent
Engineer shall verify, after giving due notice to the Concessionaire of the
time, date and venue of such verification, compliance by the
Concessionaire with the Maintenance Requirements, and if required,
cause appropriate tests to be carried out.
c) Cooperation and Step 1:
assistance on
transfer of Project (a) Both the Parties, the Authority & the Concessionaire shall provide to
each other 9 months prior to the Transfer Date in the event of
Termination by efflux of time and immediately in the event of either
Party conveying to the other Party its intent to issue a Termination
Notice, as the case may be, as much information and advice as is
reasonably practicable regarding the proposed arrangements for
operation of the Project following the Transfer Date
(b) Authority, its Concessionaire or agent to receive reasonable advice
and assistance from the Concessionaire on operation of the Project
until the expiry of 6 months after the Transfer Date.
Step 1:
(a) Authority shall take all necessary measures, in good faith, to


Action Timeline
achieve a smooth transfer of the Project in accordance with the
provisions of this Agreement so as to protect the safety of and avoid
undue delay or inconvenience to the Users, other members of the public
or the lawful occupiers of any part of the Site
(b) The Parties shall provide to each other 9 months prior to the
Transfer Date in the event of Termination by efflux of time and
immediately in the event of either Party conveying to the other Party its
intent to issue a Termination Notice, as the case may be, as much
information and advice as is reasonably practicable regarding the
proposed arrangements for operation of the Project following the Transfer
Date
(c) The Authority has the option to purchase or hire from the
Concessionaire at a fair market value and free from any encumbrance all
or any part of the plant and machinery used in connection with the Project
but which does not form part of the assets.
d) Vesting Certificate The Authority shall issue a certificate substantially in the form set forth in Within 30 days of receipt
Schedule-U (the Vesting Certificate), Without unreasonable delay, when of such request
all of the Divestment Requirements have been fulfilled.
e) Divesting Costs Authority shall bear all stamp duties payable on any deeds or Documents
executed by the Concessionaire in connection with such divestment.
Concessionaire shall bear and pay all costs incidental to divestment of all
of the rights, title and interest of the Concessionaire in the Project
Highway in favour of the Authority upon Termination.


i. Defects Liability after Termination
Action Timeline
a) Liability for defects Step 1: Concessionaire is responsible for all defects and deficiencies in
after Termination the Project Highway for a period of 120 days after Termination, and it
shall have the obligation to repair or rectify, at its own cost, all defects
and deficiencies observed by the Independent Engineer in the Project
Highway
Step 2: Authority shall be entitled to get the Project Highway repaired or Within 15 days from the
rectified at the Concessionaires risk in the event that the Concessionaire date of notice issued by
fails to repair or rectify such defect or deficiency within a period of 15 the Authority.
days from the date of notice issued by the Authority.
Step 3: Authority to receive all costs incurred by it from the Within 15 days of receipt
Concessionaire. of demand thereof
Step 4: The Authority shall be entitled to recover the same from the Within 7 days of such
Escrow Account, in the event of default in reimbursing such costs. default
b) Retention in Escrow Step 1: Independent Engineer shall carry out an inspection of the Project
Account Highway at any time between 180 to 210 days prior to the Termination.
Step 2:
(a) If Independent Engineer recommends that the status of the
Project Highway is such that 5% of the total Realizable Fee for the year
immediately preceding the Transfer Date should be retained in the
Escrow Account for a period longer than 120 days, the amount
recommended by the Independent Engineer shall be retained in the
Escrow Account for the period specified by it.
(b) Concessionaire may provide a Bank Guarantee to the Authority of
the sum and period specified above for the performance of its obligations
Step 3: Authority shall be entitled to encash and appropriate the required Within 7 days of such


Action Timeline
amounts from the Performance Guarantee for undertaking the repairs or default
rectification at the Concessionaires risk and cost.

Action Timeline
a) Monthly Step 1: Relevant Authority officer to review and provide inputs on the monthly 1 day of default
& review of Officer in this case) of all ongoing projects and all files/ documents pertaining to
documents it. Authority to report and escalate to be done to the immediate supervisor
(Decision Making Level- Technical Officer) within 1 day in case of any default.
In case of any default, the issue to be escalated
Escalation:

Action Timeline
a) Monthly Step 1: Authority to review and provide inputs on the monthly status reports of all 1 day of default
& review of the immediate supervisor (Decision Making Level- Technical Officer) within 1 day.
documents

Escalation:

Action Timeline
& review of the immediate supervisor (Board/ Chairman) as and when required.
documents
Escalation:

H. Contract Management Activities throughout the Project Lifecycle

i. Independent Engineer
Action Timeline
a) Appointment of
Step 1:
(a) The Authority shall issue an EOI for selection of Independent
Engineer.
(b) Authority to finalise the list of 10 firms from the received EOI based
on the predetermined criteria.
(c) The Authority shall convey the aforesaid list to the Concessionaire
for scrutiny and comments if any
Step 2: Within 15 days from the
date of notice issued by
(a) Authority to receive comments from the Concessionaire shall be
the Authority.
entitled to scrutinise the relevant records of the Authority to
ascertain whether the selection of firms has been undertaken in
accordance with the prescribed procedure
(b) The Concessionaire shall send its comments, if any, to the
Authority within 15 days of receiving the aforesaid list of firms.
of comments
(a) The Authority, upon receipt of comments if any from
Concessionaire, shall after considering all relevant factors, finalise
and constitute a panel of 10 firms and convey its decision to the
Concessionaire.
(b) From the shortlisted firm authority shall ask for their respective
technical and financial offers.
(c) Based on the technical and financial score authority shall finalise
the Independent Engineer.
(d) Report to Supervisory Level- Headquarter Officer & Member


Action Timeline
Step 4: On expiry or termination of the aforesaid period, the Authority At least 15 days before
may in its discretion renew the appointment, or appoint another firm the expiry or termination
from a fresh panel as Independent Engineer for a term of 3 years, and
such procedure shall be repeated after expiry of each appointment
b) Duties and functions Independent Engineer:
(a) Shall discharge its duties and functions substantially in accordance
with the terms of reference set forth in Schedule-Q
(b) Submit regular periodic reports at least once every month to the
Authority in respect of its duties and functions set forth in
Schedule-Q
c) Remuneration
Step 1: Independent Engineer to raise an invoice for the payment
Step 2:
(a) Authority to pay for the remuneration, cost and expenses of the
Independent Engineer subject to the limits set forth in the
(b) Authority to submit statement of expenditure to the Concessionaire.
Step 3:
Reimburse one-half of remuneration, cost and expenses of the
Independent Engineer to the Authority within 15 days of receiving a
statement of expenditure from the Authority
d) Termination of Step 1: Terminate the appointment of the Independent Engineer at any
Independent Engineer time, but only after appointment of another Independent Engineer.
Step 2: Concessionaire may make a written representation to the
Authority and seek termination of the appointment of the Independent
Engineer if the Concessionaire has reason to believe that the
Independent Engineer is not discharging its duties and functions in a
fair, efficient and diligent manner


Action Timeline
of such request
(a) Upon receipt of written representation seeking Termination of the
Independent Engineer from Concessionaire, the Authority shall
hold a tripartite meeting with the Concessionaire and Independent
Engineer for an amicable resolution of the Dispute
(b) If no solution is found, then Dispute Resolution mechanism shall
apply.
e) Authorized Signatories Independent Engineer to designate and notify to the Authority and the
Concessionaire up to 2 persons employed in its firm to sign for and on
behalf of the Independent Engineer and may, by notice in writing,
substitute any of the designated persons by any of its employees.
ii. Disclosure
Action Timeline
a) Disclosure
Authority shall be entitled to direct the Concessionaire, from time to
time, to withhold the disclosure of Protected Documents (the disclosure
of which the Authority is entitled to withhold under the provisions of the
Right to Information Act, 2005) to any person in pursuance of the
aforesaid Clauses.
iii. Redressal of Public Grievances

Action Timeline
a) Complaints Register / Step 1: Within 7 days of the
Redressal of close of each month.
The Authority and the Independent Engineer to receive a true


Action Timeline
Complaints photocopy of all the pages of the Complaint Register which the
Concessionaire has to maintain
(a) Concessionaire shall maintain the Complaint Register at the public
relations office at each of the Toll Plazas open to public access at
all times for recording of complaints by any person.
Step 2: The Authority may advise the Concessionaire to take such
further action as appropriate for a fair and just redressal of any
grievance.
Step 3: The Concessionaire shall consider such advice and inform the
Authority of its decision thereon.
2. Activities to be undertaken by Supervisory Level- Finance Officer
i. Accounts and Audit

Action Timeline
a) Audited Account
Step 1: The Authority shall have the right to inspect the maintained
records of books of accounts recording all its receipts. Authority to
receive copies of Concessionaires Balance Sheet, Cash Flow
Statement, Profit and Loss Account & Audited Financial Statement
within 90 days of the close of the Accounting Year. The copies should
be duly certified by the Statutory Auditors, and are to be provided to
the Authority for verification of basis of payments. In the event of any
discrepancy, the same shall be rectified and such rectified account
shall form the basis of payments by either Party under this Agreement.
b) Quarterly Unaudited Step 2: Authority to receive from Concessionaire unaudited financial
Results statements in the manner and form prescribed by the SEBI for
publication of quarterly results by the companies listed on a stock


Action Timeline
exchange.
c) Audited Account On or before the 31-May each Year, Concessionaire to provide to the
Authority, for the preceding Accounting Year, a statement duly audited
by its Statutory Auditors giving summarized information on
(a) the traffic count for each category of vehicles using the Project
Highway and liable for payment of Fee
(b) Fee charged and received, Realisable Fee and other revenues
derived from the Project Highway
Such other information as the Authority may reasonably require.
ii. Appointment of Auditors

Action Timeline
a) Appointment of
Step 1:
Auditors
(a) The Authority to invite offers from all reputable firms of Chartered
Accountants who fulfill the eligibility criteria.
(b) The information furnished by each firm shall be scrutinized and
evaluated by the Authority and one point shall be awarded for each
annual audit of the companies.
(c) The Authority shall prepare a list of all the eligible firms along with
the points scored by each such firm and 10 firms scoring the highest
points shall be identified and included in the draft Panel of Chartered
Accountants
(d) The Authority shall convey the aforesaid panel of firms to the
Concessionaire for scrutiny and comments, if any
Step 2: Authority to receive comments, if any from the Concessionaire
who shall be entitled to scrutinize the relevant records of the Authority


Action Timeline
to ascertain whether the selection of firms has been undertaken in
accordance with the prescribed procedure and it shall send its
comments, within 15 days of receiving the aforesaid panel.
Step 3: The Authority shall, after considering all relevant factors
including the comments, if any, of the Concessionaire, finalize and
constitute a panel of ten firms which shall be deemed to be the
mutually agreed Panel of Chartered Accountants.
Step 4: After completion of every five years from the date of preparing
the mutually agreed Panel of Chartered Accountants, or such earlier
period as may be agreed between the Authority and the
Concessionaire, a new panel shall be prepared.

Action Timeline
& review of Officer in this case) of all ongoing projects and all files/ documents pertaining to
documents it. Authority to report and escalate to be done to the immediate supervisor
(Decision Making Level- Technical Officer) within 1 day in case of any default.
Escalation:

4. Activities undertaken by Decision Making Level - Technical:

Action Timeline
a) Monthly Step 1: Authority to review and provide inputs on the monthly status reports of all
documents
Escalation:
5. Activities undertaken by Decision making Level (Finance)

Action Timeline
a) Monthly Step 1: Authority to review and provide inputs on the monthly status reports of all
documents
Escalation:

I. Performance Monitoring Key Performance Indicators

1. Stage wise Concessionaire KPIs
i. Concessionaire KPIs during development stage
S No. Parameter Description Source Stipulated Responsible Action Point Review/
Timeline for Official Escalation Period
Completion after stipulated
timeline
1. Time Line Actual Vs. Targeted Date
a) Signing of Bidder to incorporate an Concessionai Within 180 Operations To ensure the Within 15 days
Concession SPV under the Companies re days of Level Concession
Agreement Act, 1956(or as per issuance of Operations Agreement has been (One Time)
amended versions of the LOA Level- executed on time
Act) and request the Headquarter
Authority to accept the Officer In case of any delay,
Concessionaire as the entity (Technical) write a letter to the
which shall undertake and Concessionaire.
perform the obligations and Report to the
exercise the rights of the Supervisory Level-
selected bidder/ Consortium Headquarter
under the LOA and execute Officer(Technical)
the Concession Agreement and
within 180 days of issuance Member(Technical)
of LOA
b) Submission Concessionaire to Submit Concessionai Within 90 Operations To ensure Within 7 days

of Performance Security within re days of date Level performance security from 180 of
Performanc 90 days of signing of CA or of CA Operations has submitted on Signing of CA
e Security on an earlier day acceptable Level- time
Headquarter


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to the Authority. Officer In case of any delay, (One Time)
(Technical) encash the Bid
Security and
appropriate the
proceeds thereof as
Damages.
Report to the
Supervisory Level-
Headquarter Officer
and Member
c) Financial The Concessionaire to Concessionai Within 180 Supervisory To ensure that Within 7 days
Closure achieve financial closure re days of date Level Financial Closure
within targeted timelines of of CA Supervisory has been achieved (One Time)
180 days from the date of Level- on time
the agreement or within the Headquarter
timeline specified in the Officer (F) In case of any delay
Concession Agreement as write a letter to the
applicable. Concessionaire and
Collect the damage
payment for the
further period of 120
days at the rate of
0.1% of the
Performance
Security for each day
of delay or for a
further period not


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exceeding 200 days,
subject to payment
of Damages for
delay by the
Concessionaire
Report to the
Member (F) and
Chairman
d) Appointme (c) The Concessionaire to Concessionai Within 15 Operations The Authority to Within 30 days
nt of scrutinise the relevant re days of Level ensure appointment of receiving
Independe records of the Authority receiving the Operations of the Independent comments
nt Engineer to ascertain whether the aforesaid list Level- Engineer takes place
selection of firms for of firms. Headquarter in timely manner. (One Time)
Independent Engineer Officer
has been undertaken in (Technical) a) The Authority
accordance with the (Technical) to float a list
prescribed procedure of shortlisted
10 firms to
the
Concessionai
re based on
applications
received for
EOI.
b) The Authority
shall after


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considering
all relevant
factors,
finalise and
constitute a
panel of 10
firms and
convey its
decision to
the
Concessionai
re.
c) From the
shortlisted
firm Authority
shall ask for
their
respective
technical and
financial
offers and
finalise one
firm based on
the overall
technical and
financial


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scores.
e) Fulfilment Concessionaire to meet all Concessionai Within 180 Supervisory To ensure all Within 30 days
of Condition Precedents as re days from Level- Condition
conditions specified in the Concession signing of Headquarter Precedents of the (One Time)
precedents Period Within 180 days from CA or any Officer (F) Concessionaire have
signing of CA or any time time decided been fulfilled on time
decided by both parties. by both
parties In case of any delay,
Penalty payment
would be
appropriated from
performance
Security within 30
days
Report to the
Member (F) and
Chairman
2. Project Cost
a) Variance in No/least variation in Total Concessionai - Supervisory To ensure that the Within 7 days
project cost Project Cost in the re Level- deviation in Total
Financing Agreement (at the Headquarter Project Cost is less (One Time)
time of the financial closure) Officer (F) than or equal to 5%
with respect to TPC from the cost
mentioned in the approved by the
Authority at the time


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Concession Agreement. of Financial Closure
In case, a variation
greater than 5% is
observed report to
Member (F) with
copy to Chairman
3. Quality of Services
a) Quality of 95%-100% of the technical Concessionai - Operations To review the Within 15

finalized design has been accepted re Level Field drawing/designs days(One Time)
drawings/ as right first time. Revisions Officer submitted by
design and suggestions given on Concessionaire.
incorporatin draft drawings/reports by
g Independent Engineer have In case the
Independe been fully incorporated and Concessionaire has
nt submitted on time. not incorporated the
Engineers suggestions of the
review Independent
/suggestion Engineer, write a
s letter to the
Concessionaire
Report to the
Supervisory Level,
Field Officer and
Member(Technical)


timeline
4. Communication and Responsiveness
a) Correspond To ensure completeness in Concessiona - Operations To ensure most of Within 30 days

ence with design and execution on ire Level Field the aspects for
key following aspects: Officer completeness of (Recurring-
Authorities design and execution Monthly)
and parties (1) Irrigation Department for are in line with the
design of major water expectation of the
structures, Authority
(2) Railway Department for If concessionaire
construction of Rail over does not meet the
bridges, Authority
(3) Utility Agencies for expectation,
Authority to write a
undertake shifting of any
utility including electric lines, letter to the
water pipes and telephone Concessionaire.
cables and Report to the
(4) Police department for Supervisory Level,
setting up of a traffic aid Field Officer and
post, and Member(Technical)
(5) All tripartite agreements

for bearings, traffic signals
are shared with the
Independent Engineer or the
Authority.


timeline
5. Project and Contract Management
a) Procureme The Concessionaire to Concessionai Before Operations To ensure the Within 15 days
nt of all obtain, as required under re Appointed Level Field Concessionaire has
applicable the Applicable Laws and as Date & Officer procure all applicable (One Time)
permits on per provision in the Annual permits on time
time Concession Agreement, all Renewal
applicable Permits on or cycle If concessionaire
before the Appointed Date. does not procure all
Additionally, the annual applicable permits on
renewals of all such permits time, Authority to
have been on time. write a letter to the
Concessionaire.
Report to the
Supervisory Level,
Field Officer and
Member (Technical)
b) All All of the below mentioned Concessionai At least 45 Operations To ensure the 7 days prior to
Insurances insurance aspects to be re days prior to Level Concessionaire has expiry of each
maintained adhered to by the commencem Operations maintained the term of
and Concessionaire on time: ent of Level- Insurance and insurance
renewed Construction Headquarter renewed the same
timely (1) Disclosure of proposed and Officer on time (One Time)
insurance arrangement 45 Operation & (Technical)
days prior to 7 days prior If concessionaire
commencement of the to expiry of does not maintained
operation and the each term of the Insurance and


timeline
construction period, insurance renewed the same
on time, Authority to
(2) Undertaking insurance write a letter to the
covers for mitigating risks Concessionaire.
for maximum sums and
renewing the same on or Report to the
before time. Supervisory Level-
Headquarter Officer
and Member
(Finance)
ii. Concessionaire KPIs during the construction stage

S No. Parameter Description Source Stipulated Responsible Action Point Review/ Escalation
Timeline for Official Period after
Completion stipulated timeline
a) Timely All 12 monthly progress Concession Monthly Operations To ensure Within 7 days
submissio reports in a year to be aire Level Field Concessionaire has
n of submitted on time to the Officer submitted all (Recurring-
monthly Independent Engineer/ monthly progress Monthly)
progress Authority. report and other
report of relevant information
the works on time
and other
relevant In case of any delay,
informatio write a letter to the

n as Concessionaire.
required
by the Report to the
Independ Supervisory Level,
ent Field Officer and
Engineer. Member(Technical)
b) Financial The variation between the Independen Monthly Operations To ensure the Within 7 days
Progress financial and the physical t Engineer Level Field variation between
status progress should not Officer the financial and the (Recurring-
correspon exceed 10% at any stage physical progress Monthly)
ding to of project execution. does not exceed
Physical 10% at any stage of
Progress project execution
In case the variation

is more than 10%,
write a letter to the
Concessionaire.
Report to the
Supervisory Level,
Field Officer and
Member(Technical)
c) Achievem The concessionaire to Independen On To ensure the Within 7 days

ent of achieve all the project t Engineer milestone Concessionaire
Project milestones on time and the Date meet all Milestone (Recurring- On
Milestone project to be completed as per the Schedule Milestone date)
s and within the scheduled of the Concession

Schedule project completion date as Agreement
d Project specified in the concession
Completio agreement. In case of delay in
n Date meeting any of the
Milestone, write a
letter to the
Concessionaire.
Report to the
Supervisory Level,
Field Officer and
Member(Technical)
a) Quality of The equipments like Independen - Operations To ensure that the Within 7 days of
Machinery batch mix plant, hot mix t Engineer Level Field Machineries and notice from
and plant, paver, grader used Officer Equipment used by Independent
Equipmen by the concessionaire Concessionaire are Engineer
t used should be fairly new having having the latest
latest technology thereby technology (One Time)
resulting in improved
services and maximum If Concessionaire
one breakdown in a day as does not use the
reported by the equipment with new
Independent Engineer with technology, Field
no loss of productive hours Officer may write to
per day. the Concessionaire
in this regard.

Report to the
Supervisory Level-
Headquarter Officer
and
Member(Technical)
b) Quality of All the below mentioned Independen - Operations To ensure that all Within 7 days of
Maintenan aspects or aspects t Engineer Level Field maintenance Notice from
ce during covered in the CA to be Officer obligations has been Independent
Constructi met within the specified met within the time Engineer
on Period timelines and to the line and to the
satisfaction of Independent satisfaction of (Recurring)
Engineer: Independent
Engineer.
(1) Traffic worthiness at no
time is materially inferior In case of any delay
as compared to their or variation from the
condition 7 days prior to Independent
the date of the Agreement, Engineer
expectation, write a
(2) Undertook necessary letter to the
repair and maintenance Concessionaire
works for this purpose;
Report to the
(3) Diverted the flow of Supervisory Level,
traffic for the efficient Field Officer and
progress of Construction Member(Technical)
Works,
(4) Ensured safe

operation of the Project
Highway.
c) Quality of No major defects or Independen - Operations To ensure that the Within 7 days of
Constructi deficiencies to be identified t Engineer Level Field quality of the Notice from
on and in the Concessionaires Officer construction is Independent
extent of design, construction or maintained as per Engineer
defect implementation, and the the IRC manual.
identified concessionaire is to be (Recurring-
fully compliant for the In case of any Monthly)
quality of constructed variation from IRC
items with the specification manual, write a letter
of the tests prescribed by to the
IRC and/or MORTH. In Concessionaire
addition, the Report to the
concessionaire should Supervisory Level,
achieve the following Field Officer and
conditions: Member(Technical)
(1) The concessionaires
quality control mandatory
test results in less than 2%
of non-conformity
outcomes.
(2) Not more than 1

additional test
recommended and the test
result had no non-

conformity outcome.
a) Responsiv The concessionaire to Independen Operations To ensure that Recurring -

eness on provide timely responses t Engineer Level Field Concessionaire was Monthly
delivering covering the following Officer able to implement
additional aspects to the satisfaction requirement of
scope of of Independent Engineer change of scope,
work after being directed
(1) The concessionaire by the Independent
should provide the likely Engineer and the
impact of change of scope concessionaire
on project completion provided response
schedule, on the said aspects
(2) Options for to the satisfaction of
implementing changed Independent
Engineer on time.
scope of work,
(3) Detailed breakdown by In case of any delay

in response or not as
work classifications and
per the direction of
(4) Details specifying the the Independent
material and labor cost. Engineer, write a
letter to the
Justifications in terms of Concessionaire
providing safer and
improved services to the Report to the
users to be explicitly Supervisory Level,
detailed out by the Field Officer and

concessionaire for such Member(Technical)
change of scope
b) Responsiv Concessionaire to be Independen Operations To ensure that Recurring -

eness to responsive to the t Engineer Level Field Concessionaire is Monthly
instruction instructions issued, Officer available and
, queries queries, and cure period responds to all
or notice notices issued by occasions to the
of Authority/Independent satisfaction of the
Authority, Engineer. Concessionaire Independent
Independ responds promptly on Engineer/Authority.
ent more than 90% of the
Engineer occasions to the In case response
or Safety satisfaction of the from the
Consultan Independent Concessionaire are
ts Engineer/Authority. not satisfactory to
Clarity, Independent
Complete Engineer/Authority,
ness and write a letter to the
Timelines Concessionaire
s Report to the
Supervisory Level,
Field Officer and
Member(Technical)

iii. Concessionaire KPIs during the Operation and Maintenance stage

timeline
a) Submission The maintenance manual to Independent At least180 Operations To ensure that the Within 7 days of
and be submitted 180 days prior Engineer days prior to Level Field maintenance manual Notice from
acceptance to the Scheduled the Officer and maintenance Independent
of Completion Date and Scheduled program on time Engineer
maintenanc maintenance program to be Completion
e manual submitted within 45 days Date In case of any delay, (One Time)
and prior to COD/beginning of write a letter to the
maintenanc each accounting year during Concessionaire.
e program the operation period. The Report to the
maintenance documents to Supervisory Level-
be acceptable to Headquarter Officer
Independent Engineer and
without any Member(Technical)
revisions/suggestions. The
maintenance manual to be
revised every 3 years.
b) Meeting The Concessionaire to Independent Within 15 Operations To ensure that the Within 7 days of
target repair or rectify the defects Engineer days of O&M Level Field correction works Notice from
timeline for or deficiencies, set forth in Inspection Officer specified in O&M Independent
correction the O&M Inspection Report Report Inspection Report on Engineer
works within 15 days of receiving time
specified in the O&M Inspection Report (One Time)
O&M or the test results. In case of any delay,
Inspection write a letter to the


timeline
Report Where the remedying of Concessionaire.
such defects or deficiencies
takes more than 15 days (as Report to the
agreed by the Independent Supervisory Level,
Engineer) , the Field Officer and
Concessionaire to submit Member(Technical)
progress reports of the
repair works once every
week until such works are
completed in conformity with
this Agreement. The
concessionaire shall not be
penalized for any delay on
account of the Authority.
c) Submission All 12 monthly fee Concessionai Monthly Operations To ensure that the Within 7 days of
of Monthly statements in a year to be re Level Field Concessionaire has Notice from
Fee submitted on time to the Officer submitted Monthly Independent
Statement Authority. The Fee Statement on Engineer
concessionaire shall not be time
penalized for any delay on (Recurring-
account of the Authority. In case of any delay, Monthly)
Concessionaire.
Report to the
Supervisory Level,
Field Officer and


timeline
Member(Technical)
d) Provide The Concessionaire, within Concessionai Within 30 Operations To ensure that the Within 7 days of
audited 30 days of the close of each re days of close Level Field Concessionaire has Notice from
annual quarter of an accounting of each Officer submitted audited Independent
accounts year, to furnish its unaudited quarter annual accounts and Engineer
and financial results in the schedules on time
schedules manner and form prescribed (Recurring-
on time by the SEBI and provide its In case of any delay, Quarterly)
Balance Sheet, Cash Flow write a letter to the
Statement, Profit and Loss Concessionaire.
Account, and Statutory Report to the
Auditors report on time, Supervisory Level,
within 90 days of the close
Field Officer and
of the accounting year. Member(Finance)
a) Quality of The concessionaire to Independent - Operations To ensure that the Within 7 days of
Maintenanc conform to the maintenance Engineer Level Field quality of the Notice from
e during requirements of the Officer maintenance is as per Independent
operation concession agreement. All the good industry Engineer
period three of the below practice and all
mentioned aspects to be comments/ notices
achieved as per the required issued by
timelines: Independent Engineer
has been resolved
(1) Concessionaire through
its engineer to undertake a In case the comments


timeline
daily visual inspection of the of Independent
Project Highway and Engineer has not
maintain a record thereof in been resolved, write a
a register. letter to the
Concessionaire.
(2) Undertake timely and
prompt routine maintenance Report to the
during operation period Supervisory Level,
including prompt repairs of Field Officer and
potholes, cracks, joints, Member(Technical)
drains, embankments,
structures, pavement
markings, lighting, road
signs and other traffic
control devices.
(3) All adverse

comments/notices issued by
the Independent Engineer to
be implemented and
adhered to.
b) Curing Cure period covering Independent Operations To ensure that the Within 7 days
Timelines timelines for curing breach Engineer Level Field breach or default for from expiry of
for Default for Punch List items or on Officer punch list items and cure period
Punch list default of maintenance maintenance
items and requirements of the project requirements were (One Time)
Maintenanc highway to be served addressed within the
e


timeline
Requiremen without any delay. cure period.
ts
In case of any delay,
Concessionaire.
Report to the
Supervisory Level,
Field Officer and
Member(Technical)
c) Periodic Riding quality of each lane Independent - Operations To ensure that the (Recurring-
Maintenanc of the carriageway to be Engineer Level Field Periodic Maintenance Monthly)
e of checked with the help of a Officer of Pavement has
Pavement calibrated bump integrator been done as per the
and whenever the maximum IRC and the Annual
roughness exceeds 2500 O&M program
mm for each kilometer the approved by
Concessionaire to carry out Independent Engineer
pavement rehabilitation as
per the IRC guidelines and In case of any
the Annual O&M program to deviation, write a
be approved by letter to the
Independent Engineer. The Concessionaire.
pavement rehabilitation wall Report to the
is to be carried out within Supervisory Level,
180 days from the point Field Officer and
Roughness value exceeded Member(Technical)


timeline
2500 mm/km.
d) Authenticity On conduct of Traffic Independent Monthly Operations To ensure that the Within 7 days
of traffic sampling by Authority Engineer Level Field traffic figures provided
figures through Independent Officer by Concessionaire (Recurring-
provided Engineer/Independent Toll are in line with the Monthly)
during Audit Consultant, less than actual traffic
operation 2% variation to be noted
period for between the traffic sampling In case of deviation,
traffic results estimated by write a letter to the
sampling Authority and traffic reported Concessionaire.
by concessionaire. No Report to the
discrepancies or missing Supervisory Level,
information were to be Field Officer and
reported for the Member(Technical)
concessionaire.
a) Escrow Monthly escrow account Escrow Agent Monthly Operations To ensure that the no Within 7 days
account details to be submitted to Level Field escrow default has
withdrawals the Authority on time. All 12 Officer occurred and (One Time)
during monthly reports to be made withdrawal has been
construction on time. Concessionaire to done as per the
and not modify the order of Concession
operations payment specified from the Agreement
period escrow account as per the
CA in any manner. No In case of any
deviation, write a


timeline
escrow default to occur. letter to the
Concessionaire.
Report to the
Supervisory Level,
Field Officer and
Member(Technical)
b) Behaviour of As identified in compliant Independent - Operations To ensure that the (One Time)
staff register maintained by Engineer Level Field Behaviour of staff
deployed for concessionaire or reported Officer deployed for Toll
Toll to the Authority operations is
operations /Independent Engineer acceptable for users.
through the grievance
redressal forum, no In case of any
incidence of misconduct (of deviation, write a
the personnel deployed) to letter to the
be reported. The personnel Concessionaire.
deployed should always Report to the
sport the uniform bearing Supervisory Level,
the name of the agency. Field Officer and
Member(Technical)
c) Re- If traffic in any accounting Concessionai Within close Operations To ensure that the Within 7 days
appropriatio year exceeds the traffic cap re of the 60 days Level Field Concessionaire
n of excess of 120% of the designed from the close Officer deposit the excess (One Time)
fee capacity, the of the realizable fee in
Concessionaire to collect relevant Safety Fund on time


timeline
and appropriate the excess accounting In case of any delay,
realizable fee and deposit year. write a letter to the
the same into the Safety Concessionaire.
Fund within the designated
timelines of 60 days from Report to the
the close of the relevant Supervisory Level,
accounting year. Field Officer and
Member(Technical)
d) Augmenting The Concessionaire to Concessionai Within 3 Operations To ensure that the Within 7 days
the capacity respond on time within a re months from Level Field Concessionaire has
of the period of 3 months from the the date of Officer responded on time (One Time)
project date of issuance of notice by receipt of
highway the Authority, to undertake notice In case of any delay,
the required augmentation write a letter to the
(as determined by Authority) Concessionaire.
within six months of such Report to the
notice.
Supervisory Level,
Field Officer and
Member(Technical)
e) Payment No delay to be recorded for Concessionai Monthly Operations To ensure that the Within 7 days
outstanding the payment made to the re Level Field Concessionaire has
to Independent Officer made the payment to (One Time)
independent Engineer/Statutory Auditor the Independent
Engineer and no adverse notice to be Engineer/SA/ Sub-
/Sub- received by the Authority contractors or other
Contractors/ relating to the delay in the agencies if any on


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Other payment to the sub- time
Agencies contractors.
Concessionaire.
Report to the
Supervisory Level,
Field Officer and
Member(Finance)
f) Problem The Concessionaire to Concessionai Every day Operations To ensure that the Within 7 days
resolution inspect the complaint re Level Field Concessionaire
and register every day. Officer inspects the complaint (One Time)
customer register every day and
satisfaction (2) Within 7 days (as per send the copy of the
capabilities designated timelines) of the complaint register to
close of each month, the Authority and
Concessionaire to furnish a Independent Engineer
copy of the complaint on time
register (for that month) to
the Authority and In case of any delay,
Independent Engineer. write a letter to the
Concessionaire.
(3) The Concessionaire to
take the lead promptly, Report to the
providing highly effective Supervisory Level,
solutions in case of Field Officer and
problems, Member(Technical)


timeline
4. Safety Considerations
a) Submission The concessionaire should Concessionai Weekly / Operations To ensure that the Within 7 days
of monthly proactively follow daily re Monthly Level Field Concessionaire
summary reporting and Officer submit the monthly (Recurring-
reports of weekly/monthly summary summary reports of Monthly/ Weekly)
unusual reports to be submitted on unusual occurrence
occurrences time within 3 days of the on time
closing of each week/month
as specified in the In case of any delay,
agreement. write a letter to the
Concessionaire.
Report to the
Supervisory Level,
Field Officer and
Member(Technical)
b) Compliance All of the following five Independent - Operations To ensure that the Within 7 days
with the aspects to be achieved on Engineer Level Field Concessionaire
safety time as per the required Officer compliance with all (One Time)
measures. timelines: safety measures as
per IRC manual
(1) The concessionaire to
provide the safety In case of any
consultants with necessary deviation, write a
drawings at the letter to the
development stage and Concessionaire.
recommendations provided
Report to the


timeline
by the safety consultants to Supervisory Level,
be adequately incorporated Field Officer and
in the design as per the Member(Technical)
applicable laws,
(2) Concessionaire to make

adequate provisions for the
safety of workers and road
users in the construction
zone as per IRC provision
during the construction and
notify Authority and
Independent Engineer about
such arrangements,
(3) Concessionaire to
establish Highway Safety
Management Unit (HSMU)
to be made functional after
COD, keeping annual record
of all accidents and FIRs
with identification of the
location on the project road
and listing of the accidents
and its analysis for
preceding year,
(4) All safety reports

recommendations during the


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Construction and operation
phase to be applied/acted
upon suitably as per IRC
provisions and good
industry practices, and
(5) Concessionaires work to

be never suspended on
account of unsafe
works/safety reasons.
2. Independent Engineer
The Independent Engineer has a major role to play in ensuring that the project progress is in line with the set timelines, the quality of
highway developed by the Concessionaire is as per the desired standards and discrepancies/issues, if any, have been flagged and
brought to the notice of the Authority officials in a timely manner. This section lists those KPIs that help the Authority officials monitor
whether the Independent Engineer is working as per the expectations set from it.
timeline
a) Timely Timely reporting of change Reports from Monthly Operations To ensure that the Within 7 days
Reporting of in scope, additional works, Independent Level Field Independent Engineer
change in variations in cost & quantity Engineer Officer is Timely Reporting of (Recurring-
scope and and other issues that could change in scope and Monthly)


timeline
flagging of have resulted in delay in flagging of expected
expected achieving project delays in achieving
delays in milestones. All such project milestones
achieving measures to facilitate
project Authority. in taking timely In case of any delay,
milestones actions. In the opinion of write a letter to the
the Authority, the delay, if Independent
any, in achievement of the Engineer.
project timelines is not to be Report to the
on account of Consultants
Supervisory Level,
default. Field Officer and
Member(Technical)
b) Adherence All the Inspection Reports Reports from Monthly Operations To ensure that the Within 7 days
to timelines and review activities like Independent Level Field Independent Engineer
for reviews monthly statements for Engineer Officer is reviewing and (Recurring-
and value of work, change in reporting all Monthly)
reporting quantity, valuation of mentioned reports on
variation items, cash flow time
statement, recording of
management meetings, In case of any delay,
sub-contracting works to be write a letter to the
on time. Independent
Engineer.
More than 95% of the
inspection reports to be Report to the
submitted on time Supervisory Level,
Field Officer and


timeline
Member(Technical)
c) Timely Curing of defects by the Reports from - Operations To ensure that the Within 7 days
curing of concessionaire/ contractor Independent Level Field Independent Engineer
Defects by to be always on time Engineer Officer is curing the defects (Recurring-
Concessiona by the Concessionaire Monthly)
ire/ on time
Contractor
Independent
Engineer.
Report to the
Supervisory Level,
Field Officer and
Member(Technical)
a) Accuracy in The Consultant to be Reports from - Operations To ensure that the Within 7 days
the review of compliant with the Good Independent Level Field accuracy level of the
Design, Industry Practice vis-a-vis Engineer Officer Independent Engineer (One Time)
Document, Concession Agreement during the review is
Drawings high
and
Procedures In case of deficiencies
in the report or
methodology adopted


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for review, write a
letter to the
Independent
Engineer.
Report to the
Supervisory Level,
Field Officer and
Member(Technical)
b) Maintenance Inspection to be carried out Reports from - Operations To ensure that the Within 7 days
during at least once in a month (or Independent Level Field Inspection carried out
Defect as per provision of the Engineer Officer at least once in a (One Time)
Liability/O& agreement), or at other month with timely
M period times as reasonably reporting by the
requested by Authority with Independent Engineer
timely reporting.
(2) Comprehensive review write a letter to the
to be conducted and Independent
appropriate comments to Engineer.
be offered on Drawings and
Documents like Annual Report to the
Maintenance Program, Supervisory Level,
O&M Inspection Report and Field Officer and
Safety Reports, request to Member(Technical)
be made for closure of
lanes for maintenance
works and modifications


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suggested to project
highway.
(3) The defects or

deficiencies noted are to be
clearly in conformity with
Good Industry Practice and
maintenance requirements
stated in the agreement.
(4) Curing of defects by the

concessionaire/contractor
to be adequately monitored
and reviewed and
deficiencies by the
Concessionaire/ Contractor
to be addressed.
a) Timely The consultant to be always Reports from - Operations To ensure that the Within 7 days
reply/addres available/ responsive during Independent Level Field Independent Engineer
s of Authority consultancy contracts and Engineer Officer respond to the (Recurring-
Queries/com bidding stage included post Authority Monthly)
ments submission during project queries/comments on
procurement phase. time



timeline
Independent
Engineer.
Report to the
Supervisory Level,
Field Officer and
Member (Technical)
b) Adequacy of The responses to the Reports from - Operations To ensure that the Within 7 days
Responses Authority queries to be Independent Level Field respond received
to Authority factual, consistent and the Engineer Officer from Independent (Recurring-
queries consultant to show Engineer are factual Monthly)
considerable ease in and consistent
discussing project details
during the meetings. More In case of any
than 90% of responses to deviation/doubts,
be acceptable to the write a letter to the
Authority. Independent
Engineer.
Report to the
Supervisory Level,
Field Officer and
Member(Authority)
a) Availability of Key personnel to be Reports from - Operations To ensure that the Within 7 days
key deployed on time as per Independent Level Field key personnel of


timeline
personnel schedule and to be Engineer Officer Independent Engineer
available for project delivery are available in the
and carrying out tasks as meetings
per proposed job
description in the contract. In case of non-
Team leader to be available availability of key
for all the meetings with personnel, write a
Authority while other key letter to the
personnels to be available Independent
for more than 90% of the Engineer.
meetings. Report to the
Supervisory Level,
Field Officer and
Member(Technical)
3. Safety Consultant
Safety Consultant is another important related party that is responsible for safeguarding that the quality and safety requirements from
a highway project and ensuring that any potential or actual defects observed, are brought to the notice of the Authority officials in
timely manner. This section enumerates the KPIs for monitoring the Safety Consultants performance.
timeline
Timely Reports to be delivered and Reports from Monthly Operations To ensure that Safety Within 7 days


timeline
submission review activities to be Safety Level (Field Consultant reviews (Recurring-
of Reports, conducted on time or with Consultant Officer) and conduct the Monthly)
review of less than 5% delay in activities on time
documents/d Business days.
esigns In case of any delay,
provided by write a letter to the
concessionai Safety Consultant.
re and Report to the
submission Supervisory Level,
Field Officer and
Member(Technical)
Adequacy in The Consultant to be Reports from - Operations To ensure that the Within 7 days
work compliant with the Good Consultant Level Field accuracy level of
methodology, Industry Practice viz a viz Officer Safety Consultant (Recurring-
conduct of Concession Agreement during the review is as Monthly)
safety audits per the good industry
and practice
reporting/
recommenda In case of deficiencies
tions in the report or
methodology adopted
for review, write a
letter to the Safety
Consultant.
Report to the


timeline
Supervisory Level,
Field Officer and
Member(Technical)
Recording Timely review of accident Reports from - Operations To ensure that the Within 7 days
and analysis records on the Project Safety Level Field Safety Consultant
of accident Highway and remedial Consultant Officer timely review the
records measures to be suggested. accident records and
resulting in suggest the remedial
accident measures.
reductions
In case of deficiencies
or delay, write a letter
to the Safety
Consultant.
Report to the
Supervisory Level,
Field Officer and
Member(Technical)
Availability of (1) Key personnel to be Reports from - Operations To ensure that the key Within 7 days
key deployed on time as per Safety Level Field personnel of Safety
personnel schedule and are available Consultant Officer Consultant are (One Time)
for project delivery and deployed on time and
carrying out tasks as per available for the
proposed job description in meetings


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the contract. In case of non-
availability of key
(2) Safety Consultant to personnel or late
carry out site inspections as deployment, write a
per schedule and to be letter to the Safety
available for more than 90% Consultant.
of the meetings with
Authority and Report to the
Concessionaire. Supervisory Level,
Field Officer and
Member(Technical)
Limited No change in key Reports from - Operations To ensure that there is Within 7 days
change in personnels position. Safety Level Field no change in
Key Consultant Officer approved key
Personnel personnel of Safety
Consultant
In case of any change

in key personnel, write
a letter to the Safety
Consultant.
Report to the
Supervisory Level,
Field Officer and
Member(Technical)

4. Financial Consultant
timeline
iv. Time Line Actual Vs. Targeted Date
Timely Reports to be delivered and Reports from - Operations To ensure that Within 7 days
Delivery of review activities to be Financial Level Financial Consultant
Reports conducted on time or with Consultant Operations reviews and submit the
less than 5% delay in Level- report on time
Business days. Headquarter
Officer In case of any delay,
(Technical) write a letter to the
Financial Consultant.
Report to the
Supervisory Level-
Headquarter Officer
and
Member(Technical)
v. Quality of Services
Adequacy in The Consultant to review Reports from - Operations To ensure that the Within 7 days
work the documents as per the Financial Level accuracy level
methodology, Concession Agreement viz Consultant Operations Financial Consultant (Recurring-
and review of a viz Guidelines of Govt of Level- during the review is Monthly)
the Financing India Headquarter as per the good
documents Officer industry practice
submitted by (Technical)
Concessionai In case of deficiencies
re in the report or
methodology adopted


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for review, write a
letter to the Safety
Consultant.
Report to the
Supervisory Level-
Headquarter Officer
and
Member(Technical)
vi. Project and Contract Management

Availability of Key personnel to be Reports from - Operations To ensure that the Within 7 days
key deployed on time as per Financial Level key personnel of
personnel schedule and need to be Consultant Operations Financial Consultant (Recurring-
available for project Level- are available in the Monthly)
delivery and carrying out Headquarter meetings
tasks as per proposed job Officer
description in the contract. (Technical) In case of non-
Team leader to be availability of key
available for all the personnel, write a
meetings with Authority letter to the Financial
while other key personnels Consultant.
to be available for more Report to the
than 90% of the meetings. Supervisory Level-
Headquarter Officer
and
Member(Technical)

J. Handling Rare Events (Contingencies)

i. Change in Law
Action Timeline
a) Change in Law Step 1: Authority to get notice from Concessionaire in case of change in
Increase in Cost law resulting in increase of costs or reduction in net after-tax return or
other financial burden, the aggregate financial effect of which exceeds
the higher of Rs. 1 crore and 0.5% of the Realizable Fee in any
Accounting Year.
Step 2: Upon notice by the Concessionaire, the Parties shall meet, as Within 30 days of
soon as reasonably practicable but no later than 30 days from the date of receipt of such Notice
notice, and either agree on amendments to this Agreement or on any
other mutually agreed arrangement
Step 3: Authority to get paid an amount that would place the
Concessionaire in the same financial position that it would have enjoyed
had there been no such Change in Law, from Concessionaire in case no
agreement is reached within 90 days of Notice
Step 4: The Authority shall pay the amount specified therein within 15 Within 15 days of
days of receipt of such notice, along with particulars thereof. receipt of such Notice
b) Change in Law Step 1: The Authority to issue notice to the Concessionaire in case of Within 30 days of such
Reduction in Cost change in law resulting in reduction in costs or increase in net after-tax event
return or other financial gains, the aggregate financial effect of which
exceeds the higher of Rs. 1 crore and 0.5% of the Realizable Fee in any
Accounting Year.
Step 2: Within 30 days of such
Notice
Upon notice by the Authority, the Parties shall meet, as soon as

reasonably practicable but no later than 30 days from the date of notice,
and either agree on amendments to this Agreement or on any other
mutually agreed arrangement
Step 3: Authority to issue notice to Concessionaire, in case no Within 90 days of such
agreement is reached within 90 days of Notice, to pay an amount that Notice
would place the Concessionaire in the same financial position that it
would have enjoyed had there been no such Change in Law
Authority to receive from the Concessionaire the amount specified
therein within 15 days of receipt of such notice, along with particulars
thereof.
c) Protection of NPV The Parties shall rely on the Financial Model to establish a net present
value (the NPV) of the net cash flow and make necessary adjustments
in costs, revenues, compensation or other relevant parameters, as the
case may be, to procure that the NPV of the net cash flow is the same as
it would have been if no Change in Law had occurred.
d) No claim in the The Authority shall not be liable to reimburse any sums on account of a
event of recovery Change in Law to the Concessionaire, if the same are recoverable from
from Users the Users.
ii. Force Majeure

Action Timeline
a) Force Majeure Step 1: Within 7 days of event

Event
Affected party shall by notice report occurrence of Force Majeure event to
the other party including particulars of:
(a) nature and extent of each Force Majeure Event which is the subject of
any claim for relief under Article 34 with evidence in support thereof;


Action Timeline
(b) estimated duration and the effect which such Force Majeure Event is
having or will have on the Affected Partys performance of its obligations
under the Agreement;
(c) the measures which the Affected Party is taking or proposes to take for
alleviating the impact of such Force Majeure Event
Step 2: Authority to assess the impact on Concession period and allocation Within 7 days of receipt
of cost upon occurrence of Force Majeure event of such request.
Step 3:
(a) Upon the occurrence of any Force Majeure Event prior to the Appointed
Date, the period for achieving Financial Close shall be extended by a
period equal in length to the duration of the Force Majeure Event.
(b) before COD, the Concession Period and the dates set forth in the Project
Completion Schedule shall be extended by a period equal in length to the
duration for which such Force Majeure Event subsists
(c) after COD, whereupon the Concessionaire is unable to collect Fee, the
Concession Period shall be extended by a period, equal in length to the
period during which the Concessionaire was prevented from collection of
Fee on account thereof;
(d) provided that in the event of partial collection of Fee where the daily
collection is less than 90% (ninety per cent) of the Average Daily Fee, the
Government shall extend the Concession Period in proportion to the loss
of Fee on a daily basis.
Step 3:
(a) Upon the occurrence of any Force Majeure Event prior to the Appointed
Date, the period for achieving Financial Close shall be extended by a
period equal in length to the duration of the Force Majeure Event.


Action Timeline
(b) before COD, the Concession Period and the dates set forth in the Project
Completion Schedule shall be extended by a period equal in length to the
duration for which such Force Majeure Event subsists
(c) after COD, whereupon the Concessionaire is unable to collect Fee, the
Concession Period shall be extended by a period, equal in length to the
period during which the Concessionaire was prevented from collection of
Fee on account thereof;
Step 4: If the Force Majeure Event subsists for a period of 180 days or more Within 365 days of
within a continuous period of 365 days, either party can terminate the Event
Agreement
Step 5:
(a) Initiator to inform other Party of intention to issue termination notice and
grant 15 days time to make a representation
(b) May issue notice thereon, irrespective of representation
iii. Compensation for Breach of Agreement

Action Timeline
a) Compensation for Step 1: Authority to receive compensation demand for material Within 7 days of event
Breach in default, supported by necessary particulars from the Concessionaire
Agreement -
Step 2: With Within 30 days of
default by the
receipt of the demand in
Authority Authority to pay within 30 days of receipt of the demand
7 days of receipt of such
(a) The Authority shall in addition to payment of compensation, in case request.
of delay in achieving COD or leads to suspension of or reduction in
collection of Fee, extend the Concession Period. Such extension
being equal in duration to the period by which COD was delayed or


Action Timeline
the collection of Fee remained suspended.
(b) The Authority shall pay to the Concessionaire, in the event that an
Additional Toll way or a Competing Road is opened to traffic in
breach of this Agreement, for each day of breach, compensation in a
sum equal to the difference between the average daily Realisable
Fee and the projected daily Fee until the breach is cured.
Compensation payable shall be in addition to Termination Payment, if
any.
b) Compensation for Step 1: Authority to raise compensation demand for material default, Within 7 days of such
Breach in supported by necessary particulars default
Agreement -
default by the
Step 2: The Authority to get paid for all direct costs suffered or incurred
Concessionaire
by Concessionaire as a consequence of such material default within 30
days of receipt of the demand.
iv. Assignment & Charge Creation Requests

Action Timeline
a) Restrictions on Step 1: Authority to give prior consent in writing before Concessionaire
assignment and assigns the Agreement to any person
charges
Step 2: Authority shall be entitled to decline the consent without Within 15 days of receipt
assigning any reason of such request
b) Restrictions on Step 1:
assignment and
Authority to give prior consent in writing for Concessionaire to create or
charges
permit to subsist any Encumbrance, or otherwise transfer or dispose of
all or any of its rights and benefits under this Agreement or any Project


Action Timeline
Agreement to which it is a party except
(i) Liens arising by operation of law
(ii) Mortgages/pledges/hypothecation of goods/ assets other than
project assets and their related documents of title, a charge on the
escrow account arising or created and as security only for
indebtedness to the senior lenders under the financing agreements
and/or for working capital arrangements
(iii) Assignment of rights, interest and obligations of the concessionaire
to or in favour of the lenders representative as nominee to the
extent covered by and in accordance with the substitution
agreement as security for financing
(iv) Liens or encumbrances required by any applicable law
Step 2:Authority shall be entitled to decline the consent without Within 7 days of receipt
assigning any reason of such request
c) Substitution The Lenders Representative, on behalf of Senior Lenders, may exercise
Agreement the right to substitute the Concessionaire pursuant to the agreement for
substitution of the Concessionaire (the Substitution Agreement)
d) Assignment by the The Authority may, after giving 60 days notice to the Concessionaire,
Authority assign and/ or transfer any of its rights and benefits and/or obligations
under this Agreement to an assignee who is, in the reasonable opinion
of the Authority, capable of fulfilling all of the Authoritys then outstanding
obligations under this Agreement.
v. Indemnity Claims
Action Timeline
a) Indemnity claims Step 1: In the event that either Party receives a claim or demand from a third Within 7 days of
party in respect of which it is entitled to the benefit of an indemnity, it shall receipt of such claim


Action Timeline
notify the other Party (the Indemnifying Party) within 15 days of receipt of
the claim or demand and shall not settle or pay the claim without the prior
approval of the Indemnifying Party.
Step 2: In the event that the Indemnifying Party wishes to contest or dispute
the claim or demand, it may conduct the proceedings in the name of the
Indemnified Party, subject to the Indemnified Party being secured against
any costs involved, to its reasonable satisfaction
vi. Suspension of Concessionaires Rights

No.
Action Timeline
a) Suspension The Authority shall be entitled to following upon occurrence of a Concessionaire
upon Default
Concessionaire
(i) suspend all rights of the Concessionaire and
Default
(ii) exercise such rights itself or authorise any other person to exercise or
& Authority to perform the same on its behalf during suspension.
act on behalf of (iii) Suspension will be effective upon issuance of notice by the Authority to the
Concessionaire Concessionaire.
(iv) During Suspension, the Authority will, on behalf of the Concessionaire, collect
all Fee and revenues and deposit the same in the Escrow Account.
(v) The Authority can also make withdrawals from the Escrow Account for
meeting the costs incurred by it for remedying and rectifying the cause of
Suspension
b) Revocation of a) In case the Authority shall have rectified or removed the cause of Suspension Within 90 days from
Suspension within a period not exceeding 90 days from the date of Suspension, it shall revoke the date of
the Suspension and restore all rights of the Concessionaire under this Suspension
Agreement. The Authority may revoke the Suspension at any time, whether or not
the cause of Suspension has been rectified or removed.
b) The Authority shall revoke the Suspension forthwith and restore all rights of the


No.
Action Timeline
Concessionaire under this Agreement, upon the Concessionaire having cured the
Concessionaire Default within a period not exceeding 90 days from the date of
Suspension
c) Substitution - Step 1: The Authority to inform lender about intention to issue termination notice 15 15 days prior to the
Concessionaire days prior to Termination Notice upon occurrence of a Concessionaire Default, Termination Notice
Default
Step 2: Authority to receive representation from lender for substitution within 15 days
from receiving information from Authority.
Step 3: Authority to withhold termination or invoke 180 day suspension, extendable
by 90 days on lenders written request, at the discretion of Authority.
Step 4: Lender may substitute the Concessionaire by a Nominated Company
d) Suspension of Step 1: Upon occurrence of a Financial Default, the Lenders Representative to issue
Concessionaire a notice to the Concessionaire or request Authority to terminate
rights -
Step 2:
Substitution
a) Authority to suspend all the rights of the Concessionaire and undertake the
operation and maintenance of the Project Highway.
b) Authority shall undertake Suspension under and in accordance with the provisions
of the Concession Agreement.
Step 3: Lender may substitute the Concessionaire by a Nominated Company within
180 days from the date of suspension
Step 4: The Authority may terminate the Concession Agreement forthwith by issuing
a Termination Notice, in the event such substitution is not completed within 180 days
from the date of Suspension, provided that upon written request from the Lenders
Representative and the Concessionaire, the Authority may extend the aforesaid
period of 180 days by a period not exceeding 90 days.
vii. Termination

Action Timeline
a) Termination for Step 1: Within 7 days of
Concessionaires
(a) the Authority shall be entitled to terminate this Agreement by issuing a such default
Default
Termination Notice to the Concessionaire in the event such substitution is not
completed within 180 days from the date of Suspension,
(b) the Authority shall by a notice inform the Concessionaire of its intention
to issue such Termination Notice and grant 15 days to the Concessionaire to
make a representation before issuing the Termination Notice
Step 2: Authority to get representation from concessionaire within 15 days of
intimation of intention by the Authority
Step 3: The Authority is also required to send a copy of its notice of intention Within 7 days of
to issue a Termination Notice to inform the Lenders Representative and grant Termination Notice
15 days for making a representation on behalf of the Senior Lenders stating
the intention to substitute the Concessionaire.
Step 4: The Senior Lenders to submit a representation to the Authority 15
days of intimation of intention to substitute the Concessionaire.
Step 5:
(a) The Authority in the event receives representation on behalf of Senior
Lenders, it shall at its discretion, either withhold Termination or exercise its
right of Suspension, for enabling the Lenders Representative to exercise the
right of substitution.
If Lenders Representative procure that the default specified in the notice is
cured within 180 days, and upon such curing thereof, the Authority shall
withdraw its notice and restore all the rights of the Concessionaire. Upon
written request from the Lenders Representative and the Concessionaire, the
Authority shall extend the period of 180 days by period not exceeding 90 days,
as the Authority may deem appropriate.
b) Termination for Step 1:
Authority Default
(a) Authority to receive Termination notice from concessionaire upon
occurrence of an Authority Default


Action Timeline
(b) Authority to be informed by concessionaire Authority of its intention to
issue the Termination Notice and grant 15 days to the Authority to make a
representation before issue of the Termination Notice
Step 2: Authority to submit a representation to Concessionaire within 15 days Within 15 days of
of intimation of intention by the Concessionaire such intimation
c) Termination Step 1: Concessionaire to raise demand notice for Payment due against the
Payment Termination.
Step 2: Authority to make payment within 15 days of demand notice for Within 15 days of
payment due by the Concessionaire. demand notice
In the event of any delay, the Authority needs to pay interest at a rate equal to
3% above the Bank Rate. Also, such delay should not exceed 90 days.
Step 3:
(a) The Authority shall pay to the Concessionaire an amount equal to 90% of
the Debt Due less Insurance Cover upon Termination on account of a
Concessionaire Default during the Operation Period,
(b) Authority not to pay on account of a Concessionaire Default occurring prior
to COD.
The Authority shall pay to the Concessionaire an amount equal to Debt Due
and 150% of the Adjusted Equity upon Termination on account of an Authority
Default
Step 4:
The Authority upon Termination for any reason whatsoever, may
(a) take possession and control of the Project Highway and all materials
and plants about the site
(b) restrain any person claiming through or under the Concessionaire


Action Timeline
from entering upon the Site
(c) require the Concessionaire to comply with the Divestment
Requirements
(d) The Authority will not be liable for any dues of the contractor before the
date Authority took charge. Such claims shall constitute debt between the
Concessionaire and the Contractor
If the Authority elects to cure any outstanding defaults, the amount expended
by the Authority for this purpose shall be deducted from the Termination
Payment.
i. Change of Scope
i.1 Change of Scope- Proposed by Authority

Action Timeline
a) Change of Scope Step 1: Authority may propose Change of Scope if felt necessary, and
Proposed by give notice to Concessionaire to consider Change of Scope.
Authority
The Concessionaire can reject a change of scope if it exceeds 20% of
the Total Project Cost anytime during Concession Period or 5% of the
Total Project Cost in any continuous period of 3 years before the
Change of Scope Order.
Step 2: Authority to issue a notice to the Concessionaire specifying in Within 7 days of receipt


Action Timeline
reasonable detail the works and services contemplated thereunder (the of such request
Change of Scope Notice)
Step 3: Authority will be provided information as is necessary, together
with preliminary Documentation by the Concessionaire upon receipt of a
Change of Scope Notice
Step 4: If the Authority, upon receipt of information, decides to proceed
with the Change of Scope, the Authority to convey its preferred option to
the Concessionaire and the Parties to thereupon make good faith efforts
to agree upon the time and costs for implementation thereof with
assistance of the Independent Engineer.
Step 5: Independent Engineer to assist the parties in deciding the
options and Cost & Timelines required for carrying the Change of scope.
Step 6:A Change of Scope Agreement would be executed Within 7 days of
Change of Scope
Agreement
Step 7:
(a) The Authority, upon reaching an agreement, to issue an order
requiring the Concessionaire to proceed with the performance
thereof.
Authority may, in the event that the Parties are unable to agree, by
issuing a Change of Scope Order, require the Concessionaire to
proceed with the performance thereof pending resolution of the Dispute,
or carry out the works.
i.2 Change of Scope Proposed by Concessionaire


Action Timeline
a) Change of Scope Step 1: Authority to receive notice from the Concessionaire at any
Proposed by time for Change of Scope, if felt necessary
Concessionaire
Step 2: Authority may either accept such Change of Scope with
Within 15 days of
modifications, if any, and initiate proceedings therefor or inform the
Concessionaire in writing of its reasons for not accepting such Change
of Scope within 15 days of receipt of such notice
Step 3: In case the Authority accepts the proposed change of scope,
Within 15 days of
Authority to issue a notice to the Concessionaire specifying in
reasonable detail the works and services contemplated thereunder (the
Change of Scope Notice)
Step 4: Authority will be provided information as is necessary, together
with preliminary Documentation by the Concessionaire upon receipt of a
Change of Scope Notice
Step 5: If the Authority, upon receipt of information, decides to proceed Within 7 days of receipt
with the Change of Scope, it will convey its preferred option to the of such request
Concessionaire and the Parties to thereupon make good faith efforts to
agree upon the time and costs for implementation thereof with
assistance of the Independent Engineer.
Step 6: Independent Engineer to assist the parties in deciding the
options and Cost & Timelines required for carrying the Change of scope.
Step 7:A Change of Scope Agreement would be executed
Step 8: Within 7 days of
Change of Scope
a) The Authority, upon reaching an agreement, to issue an order
Agreement
requiring the Concessionaire to proceed with the performance
thereof.
b) The Authority may, , in the event that the Parties are unable to
agree, issue a Change of Scope Order, require the Concessionaire
to proceed with the performance thereof pending resolution of the
Dispute, or carry out the works.

i.3 Payment for Change in Scope

Action Timeline
a) Payment for Step 1: Authority to make an advance payment to the Concessionaire Within 30 days of
Change in Scope in a sum equal to 20% of the cost of Change of Scope as agreed and in Change of Scope
the event of a Dispute, 20% of the cost assessed by the Independent Agreement
Engineer within 7 days of issuing a Change of Scope Order
Step 2: Authority to execute payment of bills in respect of the works
commenced by Concessionaire, supported by such Documentation as
is reasonably sufficient for the Authority to determine the accuracy
thereof
Step 3: Independent Engineer to certify the Cost and the advance
amount against the Change of Scope
Step 4: Authority to disburse amounts as certified by the Independent Within 30 days of
Engineer within 30 days of receipt of bills. receipt of bills.
Step 5: In the event that the total cost arising out of Change of Scope
Orders (if any) issued prior to the Project Completion Date is less than
0.25% of the Total Project Cost, the difference thereof shall be credited
by the Concessionaire to the Safety Fund within a period of 180 days of
the Project Completion Date
Reduction in Scope Authority to get 80% of the amount saved due to reduction in the scope
of the Project from Concessionaire
3. Activities to be undertaken by Supervisory Level- Finance Officer
i. Financial Restructuring & Novation Requests

Action Timeline


Action Timeline
a) Financial Step 1: Authority to
Restructuring &
Issue an acknowledgement to Concessionaire. Within 15 days of
Novation
Get all Legal document (as submitted by Concessionaire) verified from receipt of such
Legal/ Financial Consultant. request
Suggest the required changes in the documents, if any or approved the
documents
Upon submission of proposal for financial restructuring by the Concessionaire

along with supporting documents
ii. Equity Transfer

Action Timeline
a) Equity Transfer Step 1: Authority to
Issue an acknowledgement to Concessionaire. Within 15 days of
Get all Legal document (as submitted by Concessionaire) verified from receipt of such
Legal/ Financial Consultant. request
Suggest the required changes in the documents, if any or approved the
documents.
Upon submission of proposal for equity transfer by the Concessionaire along

with supporting documents

Action Timeline


Action Timeline
status reports status reports received from level below it (Operations Level Field Officer in this
& review of case) of the all ongoing projects and all files/ documents pertaining to it. Authority
documents to report and escalation to be done to the next higher level (Decision Making
Level- Technical Officer) within 1 day in case of any default.
Escalation:

Action Timeline
a) Monthly Step 1: Authority to review and provide inputs on the monthly status reports of 1 day of default
status reports the all ongoing projects and all files/ documents pertaining to it. Reporting to be
& review of done to the next higher level (Decision Making Level- Technical Officer) within 1
documents day.
Escalation:

Action Timeline
a) Monthly Step 1: Authority to review and provide inputs on the monthly status reports of 5 days of default
& review of


Action Timeline
documents done to the next higher level (Board/ Chairman) as and when required.
Escalation:

Action Timeline
a) Monthly Step 1: Authority to review and provide inputs on the monthly status reports of 5 days of default
& review of done to the next higher level (Board/ Chairman) as and when required.
documents
Escalation:

K. Checklists
1. Financial Restructuring & Novation
# Checklist Item Tick (if, Commen
yes) ts (if
any)
1. Clarity on justification of restructuring / refinancing
2. New lender, if any, has agreed to Concession Agreements
3. No Objection Certificate (NOC) from existing lenders, if being
changed
4. Opinion from Financial / Legal Consultant has been taken
5. Concurrence from all promoters having more than 26% of equity
in the SPV
6. All comments of Financial / Legal Consultant or Authority itself is
incorporated in the executed documents.
7. Is in compliance with Concession Agreement
8. Is in compliance with Companies Act, 1956(or as per amended
versions of the Act) and other relevant laws and regulations
9. Increase / decrease in funded amount, if any, justified
10. No increase in Authoritys liability in amount and time
11. Funds are to be used for project purposes only
12. No objection from Authority issued as a necessary condition
13. Draft documents reviewed by Authority for checking compliance
with Concession Agreements and Authority policy
14. Executed version of the Agreements submitted to Authority within
10 days of execution
15. The Final Executed documents are already been approved by
Level 4 in Authority

2. Equity Transfer
# Checklist Item Tick (if Commen
yes) ts (if
any)
1. Clarity on justification of equity transfer / buy / sale
2. Equity buyer, if new and with more than 26% stake, has agreed
to all Concession Agreements
4. No risk on national security and public interest perspective
5. Selected bidder/ Consortium Members, together with its/ their
Associates is/are holding at least 51% Equity till signing of
6. All member of the Consortium whose technical and financial
capacity was evaluated for shortlisting at RFQ stage is having at
least 26% of equity, in case the Equity Transfer is proposed
during the Construction period and two years thereafter.
7. Concurrence from all promoters having more than 26% of equity
in the SPV
8. All comments of Financial / Legal Consultant or Authority is
resolved.
9. No Objection Certificate (NOC) from seller
10. Concurrence from all promoters having Equity 26% or above in
Private Party
11. Is in compliance with Concession Agreement
12. Is in compliance with Companies Act, 1956(or as per amended
versions of the Act) and other relevant laws and regulations
13. No disproportionate rights to any equity investor
14. No increase in Authoritys liability in amount and time
15. No objection from Authority issued as a necessary condition
16. Draft documents reviewed by Authority for checking compliance
with Concession Agreements and Authority policy

17. Executed version of the Agreements submitted to Authority within

10 days of execution
18. The Final Executed documents are already been approved by
Level 4 in Authority
3. Change in Scope
# Checklist Item Tick (if, Comments
yes) (if any)
1. Clarity on reason for change of scope
2. Interested party has issued a notice to other party regarding
change of scope
3. Entire information related to Change of Scope is provided by
Concessionaire to the Authority
4. The Information submitted by Concessionaire was reviewed by
the Independent Engineer
5. The options, cost and time line was decided by Authority with
assistance from the Independent Engineer
6. A Change of Scope Agreement has been executed between
Concessionaire and Authority
7. Check if the particular change of scope is permitted under
agreement
8. Increase in cost due to change of scope less than 5% annually in
any continuous period of 3 years and less than 20% of TPC
9. Methodologies for effecting change in scope analyzed and plan
of action finalized
10. Payment for change in scope agreed upon
11. Change of scope formalized in a formal change of scope order
12. A Change of Scope Agreement has been executed between
Concessionaire and Authority
13. Relevant work to start and payment to be made accordingly

4. Change in Law
# Checklist item Tick, if Comment
yes s (if any)
1. Private Partys understanding of the changes in service
obligations due to change in law is adequate
2. Authority assigned to look after the management of all changes
due to change
4. There is variation in financial position by more than Rs. 1 crore
and 0.5% of the Realisable Fee in any Accounting Year because
of Change in Law
5. The Financial position of the Concessionaire is same as it was
before the Change in Law
6. The Financial Position has been compared in terms of NPV
7. The Financial Position has been compared with Financial Model
submitted at the time of Financial Closure
8. The variation in Financial position is not recoverable from the
users
9. Information provided to all stakeholders involved
10. Meeting called for all parties to discuss and agree on required
changes
11. Timelines of project redefined to reflect new legal conditions
12. New payment rights defined to protect Private Party project NPV
13. Payment mechanism redefined to achieve agreed objective
14. Is in compliance with the Concession Agreement
5. Renegotiation
# Checklist item Tick, if Comments
yes (if any)
1. Change proposed is agreed by both parties


3. Costing for the renegotiation agreed and understood by both
parties
4. Contract Management Team considered employing a third party in
the renegotiation process
6. Timelines & scope of project redefined
7. Increase/ Decrease in funds justified
8. Is in compliance with the Concession Agreement
9. Payment mechanism and scheduled restructured as per the
renegotiated contract
6. Force Majeure
# Checklist item Tick (if Comments
yes) (if any)
1. Any Political Event, Indirect Political Event or Non-Political Event
as defined in the Concession Agreement has occurred in India
2. Affected party has issued notice to other party to report
happenings
3. All information related to Force Majeure event is provided by the
Affected party
5. Parties meet to discuss and decide on a collective response
6. Correct classification of force majeure event as indirect political
event, non-political event or political event
7. Continuation/Termination of agreement due to force majeure
8. Agreement on effect of Force Majeure on Concession period
9. Costs arising due to force majeure allocated

10. Termination payment determined and paid, if required

11. Formal agreement among all stakeholders regarding proceedings
7. Termination
# Checklist item Tick (if Comments
yes) (if any)
1. Affected party has issued notice to other party issuing termination
3. Parties met to discuss and agree on timelines
4. Termination Payment is estimated as per the Concession
Agreement
6. Agreement on termination payment to be made between parties
7. Authority to take possession and control of project
highway/equipment
8. Assume control over access rights and personnel of project
9. Closure of agreement by completing payment and other formalities

L. Tools
1. Estimation of Variation in Traffic
This model highlights the scenario of variation observed in estimated and actual traffic. It calculates the revenue sharing percentage
or the change in Concession Period to be made. This has been made in line with the Model Concession Agreement for Four- Laning
Highway PPPs by Govt. of India. Each model also contains an Instruction Manual for ease of operation.

2. Termination Payments
This model illustrates how during early termination event, either because of the Concessionaire or the Authority, the payment to be
made to the Concessionaire will be calculated. This has been made in line with the Model Concession Agreement for Four- Laning
Highway PPPs by Govt. of India.

3. Change in Law Toolkit

M. Appointment & Responsibilities of Other Related

Parties
Related Scope of Work Appointment
party Mechanism
Escrow Segregation of funds Appointed by the
agent Notification of balances Concessionaire
Communications and notices
Regulatory Approvals
Independe Review of the Drawings and Documents; Refer to activity 1.1
nt Review, inspection &monitoring of Construction Works under Chapter VII,
Engineer Conducting Tests on construction completion & Activities to be
issuing Completion/ Provisional Certificate undertaken by
Review, inspection and monitoring of O&M Operations Level (HQ)
Review, inspection and monitoring of Divestment
Requirements determining the costs of any works or
services and/or their reasonableness;
Determining, the period or any extension for
performing any duty or obligation;
Assisting the Parties in resolution of disputes
Safety Carry out safety audit of the Project in accordance with Refer to activity 1.7
Consultant the Safety Requirements under Chapter III,
Collect, analyze and review data on all fatal accidents Activities to be
which occurred in the Project undertaken by
Make recommendations to Independent Engineer and Operations Level (HQ)
Authority on Project design and improvements in the
Project from safety perspective
Senior Novation (changes to funding arrangements). As per the provisions of
Lenders Approve disbursement of loan to Concessionaire the Model Concession
Approve Termination in case of financial default by Agreement
Concessionaire
Submit project progress report to Govt. body
Provide consent on loan agreement between
concessionaire and authority
Refinancing/ restructuring
Legal Preparation of legal documents Selected in the Pre-
Consultan Undertake all legal proceedings on behalf of Authority Award Stages of PPP
ts for the project Contract
Financial Prepare financial documents Selected in the Pre-
Consultan Financial feasibility analysis Award Stages of
ts Transaction Advisor which includes advisory until Highway PPP Contract
Financial closure

Bibliography
For development of these guidelines a number of external sources of literature and references
have been referred to. They can be enlisted as follows:
Model Concession documents
MCA for Highways, BOT Toll Projects above Rs. 100 Crores, 2009
Databases:
DEA PPP in India Web Portal
PPIAF PPI Database
DEA Infrastructure Project Database
PPP guidelines, manuals and toolkits:

Australia
Partnership Victoria, Contract Management Policy, 2003
Partnership Victoria, Contract Management Guide, 2003
South Africa
Municipal Service Delivery and PPP Guidelines, 2003
India
Guidelines- Institutional Mechanism for Monitoring of PPP Projects, Government
of India
Risk Management
PPP Risk Management, Australian Government, 2003
ADB Handbook for Integrating Risk Analysis in the Economic Analysis of Projects
Links to Portals of PPP Cells and other PPP supporting agencies

India
International

2015 PPP Cell, Infrastructure Division, Department of Economic Affairs (DEA)
www.pppinindia.com

Post Award Contract Management For Highway PPP Concessions

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Post Award Contract Management Manual for Highway PPP Concessions

Post- Award Contract Management

Volume I: Highway Sector

Department of Economic Affairs,

2015 PPP Cell, Infrastructure Division, Department of Economic Affairs

PPP Cell, Infrastructure Division, Department of Economic Affairs (DEA) 5

1.3. Execution of the various agreements: ..................................................................42

PPP Cell, Infrastructure Division, Department of Economic Affairs (DEA) 6

V. Contract Management Activities in Operations & Maintenance Period (From

PPP Cell, Infrastructure Division, Department of Economic Affairs (DEA) 7

1.1. Independent Engineer:.........................................................................................74

PPP Cell, Infrastructure Division, Department of Economic Affairs (DEA) 8

1.6. Suspension of Concessionaires Rights: ............................................................101

PPP Cell, Infrastructure Division, Department of Economic Affairs (DEA) 9

v. Maintenance of Project Highway ..................................................................................123

PPP Cell, Infrastructure Division, Department of Economic Affairs (DEA) 10

3. Activities to be undertaken by Independent Engineer ...................................................142

PPP Cell, Infrastructure Division, Department of Economic Affairs (DEA) 11

i. Defects Liability after Termination.................................................................................164

PPP Cell, Infrastructure Division, Department of Economic Affairs (DEA) 12

iv. Assignment & Charge Creation Requests ....................................................................216

PPP Cell, Infrastructure Division, Department of Economic Affairs (DEA) 13

I. Introduction to Post- Award Contract Management in

Thus, with regards to the Authority,

2. Understanding Project Lifecycle Stages for Post- Award Contract

PPP Cell, Infrastructure Division, Department of Economic Affairs (DEA) 14

Highway PPP Lifecycle

Post- Award Stages

PPP Cell, Infrastructure Division, Department of Economic Affairs (DEA) 15

3. Need of Post- Award Contract Management Manual for Road &

4. Objectives of Post- Award Contract Management Manual for Road

PPP Cell, Infrastructure Division, Department of Economic Affairs (DEA) 16

To act as a model guide to manage highway PPP concessions

5. Coverage of Post- Award Contract Management Manual for

The manual majorly consists of the following:

PPP Cell, Infrastructure Division, Department of Economic Affairs (DEA) 17

1 Setting up the Contract Management Team

2 Development of Contract Management Plan

3 Managing the Concession

4 Performance Monitoring & Review

7 Other Important Contract Management Activities

6. Users of the Road & Highway Concessions Manual

PPP Cell, Infrastructure Division, Department of Economic Affairs (DEA) 18

II. Key Elements of Post- Award Contract Management

1. Setting up the Contract Management Team

1 Setting up the Contract Management Team

1. Operations Level (Field and HQ)

PPP Cell, Infrastructure Division, Department of Economic Affairs (DEA) 19

1.1. Appointment of Contract Manager

1.2. Team structure and composition

PPP Cell, Infrastructure Division, Department of Economic Affairs (DEA) 20

1 Operations Level Authority

2 Supervisory Level Authority

3 Decision Making Level Authority

Government Representatives/ Members Approval ofn rare events managment

Salient features of this team structure are:

PPP Cell, Infrastructure Division, Department of Economic Affairs (DEA) 21

PPP Cell, Infrastructure Division, Department of Economic Affairs (DEA) 19

2. Developing Contract Management Plan

2 Development of Contract Management Plan

A Contract Management Plan is necessary for a comprehensive understanding of procedures of

Development of Contract Management Plan

PPP Cell, Infrastructure Division, Department of Economic Affairs (DEA) 23